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					                                                           CITY OF FITCHBURG
                                                                                                     Administrative Offices
                                                                                                          5520 Lacy Road
                                                                                                Fitchburg, WI 53711-5318
                                                                              Phone: (608) 270-4200 Fax: (608) 270-4212
                                                                                                   www.city.fitchburg.wi.us

                                                  AGENDA
                                         FITCHBURG COMMON COUNCIL
                                              DECEMBER 14, 2010
                                                  7:30 P.M.
                                                 CITY HALL

NOTICE IS HEREBY GIVEN that the Fitchburg Common Council will meet at 7:30 P.M. on Tuesday,
December 14, 2010 in the Council Chambers of the City Hall, 5520 Lacy Road to consider and act on the
following:

(Note: Full coverage of this meeting is available through FACTv and Streaming Video, accessible on the city web
site at http://www.city.fitchburg.wi.us/home_pages/media_archive.php )

1.       CALL TO ORDER

2.       PLEDGE OF ALLEGIANCE

3.       ROLL CALL

4.       PUBLIC APPEARANCES NON-AGENDA ITEMS / NEW APPOINTMENTS

         A.      Non Agenda Items

         B.      Public Hearing –Midwest Disaster Area Bonds, Series 2010 Project - Placon Corporation

5.       CONSENT AGENDA
         ALL ITEMS LISTED UNDER THE CONSENT AGENDA are considered routine and will be enacted by one motion. There will be
         no separate discussion of these items unless a motion to amend is passed in which event the item will be removed from the
         Consent Agenda and considered on the agenda under the appropriate section.

         A.      APPROVAL OF MINUTES
                 1. Common Council – November 23, 2010

         B.      REFERRALS TO COMMISSIONS AND COMMITTEE
                 122. Resolution R-108-10 A Resolution Adopting the Farmland Preservation Plan of the
                      City of Fitchburg, Wisconsin and Recommending Incorporation into the Dane County
                      Farmland Preservation Plan
                      a. Ag & Rural Affairs
                      b. Plan Commission

                 123. Resolution R-116-10 Approval of 2011 Contract with Dane County Human Services
                      for Senior Center Services
                      a. Commission on Aging
                      b. Finance Committee
                      c. Public Safety & Human Services




Council Agenda
                                                                                                                        Page 1 of 3
5.       CONSENT AGENDA (continued)

                 124. Resolution R-118-10 Resolution Approving Development Agreement Between
                      Promega Corporation and the City of Fitchburg
                      a. Finance Committee
                      b. Community & Economic Development Authority
                      c. Plan Commission

                 125. Resolution R-120-10 Approving Memorandum Agreement between Fitchburg Pines
                      Apartments, LLC, Fairways Apartments, LLC, and City of Fitchburg
                      a. Public Safety & Human Services

                 126. Rezone/Conditional Use Permit Request RZ/CU-1883-10 by David Nelson of
                      Ruedebusch Development, Agent for NVC IV LLC, to Rezone Lot 3 CSM 12188 from
                      PD (Planned Development) District to I-S (Specialized Industrial) District and a Portion
                      of Outlot 7, 1st Addition to Fitchburg Technology Campus, from A-X (Exclusive
                      Agriculture) District to I-S (Specialized Industrial) District and a Conditional Use Permit
                      to Allow for Agricultural Use on these Properties
                      a. Plan Commission

         C.      Public Safety & Human Services
                 1. Operator Licenses: (Issuance Contingent upon Payment of all Fees Owed to City of
                    Fitchburg – Notes: N = New, All Others = Renewal,) – Timothy Carroll, Madison; Erin
                    Marklein, Madison - N

6.                    S
         ADMINISTRATOR’ REPORT

7.       COMMISSION/COMMITTEE REPORTS
         A. Plan Commission
            1. Resolution R-117-10 Demolition Permit Request for Garage at 3610 Breckenridge
                Court

                 2.   Resolution R-115-10 Approving Release of a Storm Sewer Easement and Acceptance
                       of a New Storm Sewer Easement in the Fitchburg Commerce Park

         B.      Board of Public Works
                 1. Resolution R-103-10 Authorizing Acceptance of the McGaw Park Shelter Bids
                    a.   Parks Commission
                    b.   Finance Committee

         C.      Park Commission
                 1. Resolution R-100-10 Approving Community Center Use Policy
                    a.  Commission on Aging
                    b.  Finance Committee
                    c.  Public Safety & Human Services Committee

         D.      Library Board

         E.      Commission on Aging

         F.      Resource Conservation Commission

         G.      Agricultural & Rural Affairs Committee
                 1. Ordinance 2010-O-18 Modifying Chapter 1 to Change the Composition of the
                     Agriculture and Rural Affairs Committee
                     a. Plan Commission
Council Agenda
                                                                                                          Page 2 of 3
           H.      Community & Economic Development Authority
                   1. Resolution R-112-10 Final Resolution Regarding Midwest Disaster Area Bond
                      Refinancing for Placon Corporation Project
                      a. Finance Committee

8.         STANDING COMMITTEE REPORTS
           A.  Finance Committee
               1. APPROVAL OF BILLS -
                  Review of Bills Under $25,000 or Previously Pre-Approved (Council Action Not Required)
                  a. General Checks 89464 through 89693 11/24/10 – 12/8/10, Total $581,579.41

                   2. Approval of Bills for $25,000 or more (Council Action Required)
                      a. Batch Dated December 8, 2010 – $408,660.71

                   3. Resolution R-110-10 A Resolution to Approve the Commitment and Assignment of
                      Fund Balances

                   4. Resolution R-111-10 Approving Updates to Financial Policy Guidelines and Initiatives
                      a. Community & Economic Development Authority
                      b. Plan Commission

                   5. Resolution R-119-10 Accepting Proposal from Ehlers & Associates for Financial
                      Consulting Services Relating to Amending Tax Incremental District #4 – Direct Referral

           B.      Personnel Committee

           C.      Public Safety & Human Services

9.              S
           MAYOR’ REPORT

10.        UNFINISHED BUSINESS

11.        NEW BUSINESS
           A.  Reports from other Commissions and Committees

           B.      Closed Session: Motion to go into closed session pursuant to Wisconsin
                   Statutes§19.85(1)(e) 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 (Potential Purchase of Property
                   Adjacent to City Hall)

           C.      Reconvene into Open Session

           D.      Discussion and Possible Action Regarding Issues Discussed in Closed Session

12.        ANNOUNCEMENTS
           A. Next Council Meeting Scheduled for January 11, 2011 at 7:30 p.m.

13.        ADJOURNMENT



Note: It is possible that members of and possibly a quorum of members of other government bodies of the municipality may be in attendance at the above stated
meeting to gather information. No action will be taken by any governmental body at the above stated meeting other than the governmental body specifically
referred to above in this notice. Please note that, upon reasonable notice, efforts will be made to accommodate the needs of disabled individuals through
appropriate aids and services. For additional information or to request this service, contact Fitchburg City Hall, 5520 Lacy Road, Fitchburg WI 53711, (608)
270-4200
Council Agenda
                                                                                                                                                      Page 3 of 3
                                                           CITY OF FITCHBURG
                                                                                                     Administrative Offices
                                                                                                          5520 Lacy Road
                                                                                                Fitchburg, WI 53711-5318
                                                                              Phone: (608) 270-4200 Fax: (608) 270-4212
                                                                                                   www.city.fitchburg.wi.us
                                               DRAFT MINUTES
                                         FITCHBURG COMMON COUNCIL
                                              NOVEMBER 23, 2010
                                                  7:30 P.M.
                                                 CITY HALL


(Note: Full coverage of this meeting is available through FACTv and Streaming Video, accessible on the city web
site at http://www.city.fitchburg.wi.us/home_pages/media_archive.php )

1.       CALL TO ORDER- Mayor Allen called the meeting to order at 7:34 p.m.

2.       PLEDGE OF ALLEGIANCE

3.       ROLL CALL: Steve Arnold, Richard Bloomquist, William Horns, Shawn Pfaff, Carol Poole, Andrew
         Potts, Darren Stucker, Swami Swaminathan. Others: Alexandra Ramsey, Kim Warkentin, Linda
         Weidemann , Tony Roach, City Administrator, Randy Pickering, Fire Chief, Paul Woodard, Public
         Works Director, Wendy Rawson, Librarian, Mary Kay Zimbrick, Library Board, Linda Cory, City
         Clerk.

4.       PUBLIC APPEARANCES NON-AGENDA ITEMS / NEW APPOINTMENTS

         A.       Non Agenda Items-none

5.       CONSENT AGENDA
         ALL ITEMS LISTED UNDER THE CONSENT AGENDA are considered routine and will be enacted by one motion. There will be
         no separate discussion of these items unless a motion to amend is passed in which event the item will be removed from the
         Consent Agenda and considered on the agenda under the appropriate section.

         A.       APPROVAL OF MINUTES
                  1. Common Council – November 9, 2010

         B.       REFERRALS TO COMMISSIONS AND COMMITTEE
                  115. Certified Survey Map Request CS-1882-10 by Susan Vogel for Michael Barry to
                       Create 3 Lots for Property in Sections 33 and 34
                       a. Agricultural & Rural Affairs
                       b. Plan Commission

                  116. Demolition Permit Request for Garage at 3610 Breckenridge Court
                       a. Plan Commission

                  117. Resolution R-110-10 A Resolution to Approve the Commitment and Assignment of
                       Fund Balances
                       a. Finance Committee

                  118. Resolution R-111-10 Approving Updates to Financial Policy Guidelines and Initiatives
                       a. Finance Committee
                       b. Community & Economic Development Authority
                       c. Plan Commission

Council Minutes
                                                                                                                        Page 1 of 4
5.       CONSENT AGENDA (continued)

                  119. Resolution R-112-10 Final Resolution Regarding Midwest Disaster Area Bond
                       Refinancing for Placon Corporation Project
                       a. Community & Economic Development Authority
                       b. Finance Committee

                  120. Resolution R-115-10 Approving Release of a Storm Sewer Easement and Acceptance
                       of a New Storm Sewer Easement in the Fitchburg Commerce Park
                       a. Plan Commission

                  121. Ordinance 2010-O-18 Modifying Chapter 1 to Change the Composition of the
                       Agriculture and Rural Affairs Committee
                       a. Ag & Rural Affairs

         C.       Public Safety & Human Services
                  1. Operator Licenses: (Issuance Contingent upon Payment of all Fees Owed to City of
                     Fitchburg – Notes: N = New, All Others = Renewal,) – Christopher Bagin, Madison - N
                     Dawn Gundlach, Fitchburg – N; William Larson, Madison – N; Kendall Parisi, Fitchburg – N;
                     Jennifer Riyeff, Madison – N; Jason Ropson, Madison – N; Nathaniel Severin, Fitchburg – N;
                     Casey Wampler, Belleville – N; Huilin Wang, Madison - N

Motion by Arnold, 2nd by Horns to approve consent agenda. Bloomquist requested minutes be amended
to include vote on R-103-10 to show Finance Committee vote. Arnold requested to add Plan Commission
to referral #121. Discussion on referral. Arnold requested referral #121 be separated. Motion carried.

Motion by Arnold, 2nd by Horns to approve adding Plan Commission to referral #121 . Roll call vote:
Ayes: Arnold, Horns, Pfaff, Poole, Potts, Stucker, Swaminathan. Nays: Bloomquist. Motion carried.

Motion by Pfaff, 2nd by Bloomquist to amend agenda to take action on item 8 A. 4. Resolution R-107-10
Authorizing Acceptance of the City of Fitchburg Library Furniture, Fixtures and Equipment Bids. Motion
carried.

     8. STANDING COMMITTEE REPORTS
        A.  Finance Committee
            4. Motion by Bloomquist, 2nd by Pfaff to approve as amended Resolution R-107-10
               Authorizing Acceptance of the City of Fitchburg Library Furniture, Fixtures and Equipment
               Bids. Alexandra Ramsey, representing Engberg Anderson, Paul Woodard, Public Works
               Director, and Wendy Rawson, Librarian were present. Bloomquist reported that the two
               amendments approved by Finance included correcting the total for contract #10 to be
               $59,873.39 from $67,025.03 and that the last now therefore clause should include the
               total of all contracts. That amount is $696,088.05. Pfaff reported the Library Board
               representatives approved these changes. The City Attorney will be asked to clarify a
               question on state bid pricing. This approval is for contracts #2 through 12, with contract
               #1 being re-bid. Motion carried.

6.       ADMINISTRATOR’S REPORT-Roach reported on staff receiving the United Way “Innovation
         Award” for the 2010 fundraising campaign. He thanked City staff co-organizers Sigurslid &
         Rekowski for their work on this project. The Children’s Holiday Party is scheduled for December
         12th from 1-4:00 p.m. at the Community Center. The Police Department is holding their annual food
         drive with donations accepted through November 30th. The Berbee Derby will be held on
         Thanksgiving with anticipated attendance to be over 6,000.




Council Minutes
                                                                                                           Page 2 of 4
7.       COMMISSION/COMMITTEE REPORTS
         A. Plan Commission-Horns reported that the Department of Transportation (DOT) had
            presented information on the Verona Road Construction project at their last meeting.
            Discussion on sound barriers for west side of road not being installed due to the costs and
            not meeting required housing unit count. Additional work on attempting to have these
            installed will continue. The committee has also been discussing the Rural Cluster Ordinance.

         B.       Board of Public Works
                  1. Motion by Potts, 2nd by Arnold to approve Resolution R-106-10 Approving Contract
                     with SEH for the Architectural/Engineering Services for the West Fire Station Building
                     Approved by Board of Public Works and Finance Committee. Motion carried.

         Potts reported that the committee held their last meeting at the Public Works Maintenance Facility
         and watched a demonstration of the SCADA System.

         C.       Park Commission-none

         D.       Library Board-none

         E.       Commission on Aging- Bloomquist reported on committee’s review of the “Community
                  Center/Senior Center Use Policy”. The policy has been deferred until the December meeting
                  for action.

         F.       Resource Conservation Commission

8.       STANDING COMMITTEE REPORTS
         A.  Finance Committee
             1. APPROVAL OF BILLS -
                Review of Bills Under $25,000 or Previously Pre-Approved (Council Action Not Required)
                a. General Checks 89262 through 89463 11/10/10 – 11/17/10, Total $549,523.96

                  2. Approval of Bills for $25,000 or more (Council Action Required)
                     a. Batch Dated November 17, 2010 – $1,424,234.77

                   Motion by Bloomquist, 2nd by Horns to approve bills as presented. Motion carried.

                  3. Pre-Approval Items Under $50,000 (Council Action Not Required)
                     a. Jewell Associates, Inc. – Bridge Design for Lacy Road/USH 14, $59,536.60
                     b. Jefferson Fire & Safety, Inc. – Self Contained Breathing Apparatus Upgrade,
                        $31,563.09

                  5. Motion by Bloomquist, 2nd by to approve Resolution R-109-10 Amend Resolution R-
                     93-10 Adopting the 2011 Annual City Operating Budget – Direct Referral. The correct
                     amount of the levy is $17,748,532. Roll call vote all ayes. Motion carried.

         B.       Personnel Committee-no report

         C.       Public Safety & Human Services-no report

9.       MAYOR’S REPORT- Mayor Allen reported on the Children’s Holiday Party on Sunday December
               12th. The last time (until the Library opens) for story time will be December 16th. The
               Berbee Derby will be held on Thanksgiving. Discussion by Council on date to hold special
               Committee of the Whole Meeting. Consensus with the meeting being scheduled for
               December 6th. The Mayor will hold his quarterly Town Hall Meeting on Tuesday,
               November 30th.


Council Minutes
                                                                                                       Page 3 of 4
10.      UNFINISHED BUSINESS- none

11.      NEW BUSINESS
         A. Reports from other Commissions and Committees

         B.       Motion by Bloomquist, 2nd by Stucker to approve Resolution R-113-10 Over Ride of Mayor
                  Veto of Removing the Economic Development Coordinator from Supervision over Fact in the
                  2011 Budget (Alders Bloomquist & Stucker). Discussion by Council, and Administrator on
                  background of proposal to have EDC supervise Fact, Attorney’s email explaining zero budget
                  impact item, and report by Stucker on Zimmerman’s response after initial discussion of item
                  at budget meeting.

                  Motion by Arnold, 2nd by Horns to end debate. Roll call vote: Ayes: Arnold, Horns, Pfaff.
                  Nays: Bloomquist, Poole, Potts, Stucker, Swaminathan. Motion failed.

                  Roll call vote on override: Ayes: Bloomquist, Pfaff, Poole, Potts, Stucker, Swaminathan.
                  Nays: Horns. Abstaining: Arnold. Motion carried.

         C.       Motion by Bloomquist, 2nd by Swaminathan to approve Resolution R-114-10 To Authorize
                  a Referendum on the Levying of a Sales Tax to Fund Commuter Rail (Alders Bloomquist,
                  Pfaff & Potts). Linda Weidemann, 2633 Granite Rd., Fitchburg. registered in opposition. Her
                  registration comments were read. Kim Warkentin, 5489 Shale Rd. Fitchburg, representing the
                  Regional Transit Authority (RTA) was present to speak and answer questions.
                  Warkentin provided information on status of RTA. A letter from the Mayor and a handout
                  from Warkentin with recent action by RTA was distributed.

                  Motion by Arnold, 2nd by Horns to amend with substitute amendment to change the text
                  prepared by Ald. Arnold. Arnold read amendment language. Bloomquist requested ruling on
                  amendment language being germane. Mayor ruled substitute language was acceptable.
                  Discussion on amendment. Swaminathan was excused from meeting at 9:54 p.m.

                  Council discussed the referendum question presented, potential of RTA having question for
                  April ballot, not dismissing voters input, questions from residents not being on the November
                  ballot. Roach reported deadline of February 22nd to have on question on April ballot. Further
                  discussion on RTA bylaws and steps required to change.

                  Motion by Horns, 2nd by Poole to end debate. Motion carried.

                  Vote on amendment failed on voice vote.

                  Motion by Arnold, 2nd by Horns, to refer R-114-10 to Transportation and Transit Commission
                  for recommendation with report back date not later than January 15th. Roll call vote: Ayes:
                  Arnold, Horns, Stucker. Nays: Bloomquist, Pfaff, Poole, Potts. Motion failed.

                  Motion by Poole, 2nd by Pfaff to table R-114-10 until January 25th. Poole explained this will
                  allow Council to determine if the RTA will have referendum question on April ballot, if
                  question is acceptable to Council and allows Council to introduce question if language is not
                  acceptable. Motion carried.

12.      ANNOUNCEMENTS
         A. The next Council Meeting is Scheduled for December 14, 2010 at 7:30 p.m. This will be the
             only Council Meeting in December.

13.      Motion by Bloomquist, 2nd by Potts to adjourn. Time: 10:25 p.m.


Council Minutes
                                                                                                         Page 4 of 4
City of Fitchburg
Committee of Commission Referral
Direct Referral Initiated by:
Direct Referral Approved by:
Date Referred: December 14, 2010
Date to Report Back: January 25, 2011                                Resolution Number: R-108-10
Sponsored by: Mayor Allen                                                  Drafted by: Jason Schmidt
TITLE: A RESOLUTION ADOPTING THE FARMLAND PRESERVATION PLAN OF
THE CITY OF FITCHBURG, WISCONSIN AND RECOMMENDING INCORPORATION
INTO THE DANE COUNTY FARMLAND PRESERVATION PLAN

Background: The State’ Working Lands Initiative was passed in the summer of 2009. One part of that
                           s
initiative requires Dane County to update their Farmland Preservation Plan by December 31, 2011 to meet
the minimum standards set within the initiative. In order for the City of Fitchburg landowners to
participate in the farmland tax credits or the state agricultural conservation easements (PACE), the City is
required to update their farmland preservation plan, have that amended into the Dane County Farmland
Preservation Plan to be certified by the Department of Agriculture, Trade and Consumer Protection
(DATCP).

The attached Farmland Preservation Plan, including a Farmland Preservation Map, has been prepared by
the Ag & Rural Affairs committee and staff, with input from other committees and community members
through open houses and meetings. With adoption, staff will work with Dane County in incorporating the
     s                                                                        s
City’ plan into the Dane County Farmland Preservation Plan, to meet the State’ requirements.

Copy of the plan maps can be found at:
http://www.city.fitchburg.wi.us/departments/cityHall/planning/documents/FarmlandPreservationPlanAppendix_Maps.pdf




    Order                   Referred To                    Staff Contact          Place on Agenda          Action Taken
                                                                                         For                On Referral
       1        Agriculture & Rural Affairs             Schmidt                 January 18, 2011
       2        Plan Commission                         Hovel/Sloper            January 18, 2011

Amendments:




F:\DEPTMNTS\COUNCIL\Referrals\2010\Referral R-108-10.doc
  City of Fitchburg
Farmland Preservation
         Plan




     Prepared By Fitchburg Planning Department - January xx, 2011
Intentionally Left Blank
Finalized draft – November 2, 2010


                                Acknowledgments


                                     Mayor of Fitchburg
                                         Jay Allen




             Common Council                                 Plan Commission
               Steve Arnold                                     Jay Allen
            Richard Bloomquist                               James Anderson
              William Horns                                  John Freiburger
               Shawn Pfaff                                    William Horns
                Carol Poole                                    Ron Johnson
               Andrew Potts                                     Ed Kinney
              Darren Stucker                                  Mark McNally
            Swami Swaminathan




                        Agricultural and Rural Affairs Committee
                                   Roger Cohee – Chair
                                       Marc Jones
                                        Ed Kinney
                                     Thomas O’Brien
                                       Shawn Pfaff
                                       Kyle Stiegert




                                Planning and Zoning Staff
                     Thomas Hovel, City Planner / Zoning Administrator
                         Jason Schmidt, Resource / Project Planner
                             Susan Sloper, Community Planner
Table of Contents
Introduction..................................................................................................................................... 6
The Planning Framework................................................................................................................ 6
Goals, Objectives and Policies........................................................................................................ 8
   Goals / Objectives ....................................................................................................................... 8
   Policies........................................................................................................................................ 8
     Agriculture .............................................................................................................................. 8
     Urban Development ................................................................................................................ 9
     Natural Resources ................................................................................................................... 9
Background ................................................................................................................................... 10
Farmer Demographic .................................................................................................................... 10
Farm Demographic ....................................................................................................................... 10
Farm Products ............................................................................................................................... 12
   Cash Crop.................................................................................................................................. 12
   Dairy ......................................................................................................................................... 13
Land Use Conflicts ....................................................................................................................... 13
Right to Farm ................................................................................................................................ 13
Land Use Trends ........................................................................................................................... 14
Land Use Demand......................................................................................................................... 14
Mapping ........................................................................................................................................ 16
   Future Urban Development Boundary...................................................................................... 16
   Soils........................................................................................................................................... 16
   Existing Land Use..................................................................................................................... 18
   Existing Zoning......................................................................................................................... 18
   Natural Resources ..................................................................................................................... 18
Planning ........................................................................................................................................ 18
   Farmland Preservation Districts................................................................................................ 18
     Agricultural Preservation Areas............................................................................................ 18
     Agricultural Preservation Transition Areas .......................................................................... 19
     Resource Protection Areas Overlay ...................................................................................... 19
   Existing and Future Development Districts.............................................................................. 19
     Urban Service Areas ............................................................................................................. 19
     Future Urban Service Areas.................................................................................................. 19
     Rural Residential................................................................................................................... 19
     Rural Development ............................................................................................................... 19
Implementation ............................................................................................................................. 20
   Comprehensive Plan ................................................................................................................. 20
   Rural Development Criteria...................................................................................................... 20
   Rural Clusters............................................................................................................................ 20
   Conceptual Park and Open Space Proposal .............................................................................. 20
   Agricultural Zoning .................................................................................................................. 21
   Wetland and Floodplain Zoning ............................................................................................... 21
   Land Division............................................................................................................................ 22
   Farmland Preservation Tax Credit ............................................................................................ 22
   Agricultural Use Value Assessment ......................................................................................... 22
   Development Rights.................................................................................................................. 22


                                                                                                                                                    4
  Agricultural Enterprise Areas ................................................................................................... 23
  Agriculture & Rural Affairs Committee ................................................................................... 23
  Financial Tools.......................................................................................................................... 23
    PACE Program...................................................................................................................... 23
    Revolving City Loan Fund.................................................................................................... 23
    Farm Service Agency – Loan Program................................................................................. 24
    NRCS Conservation Programs ............................................................................................. 24
References..................................................................................................................................... 25
Appendix: Maps........................................................................................................................... 26
  Figure 1 – Future Urban Development Boundary .................................................................... 27
  Figure 2 – Prime Soil ................................................................................................................ 28
  Figure 3 – Statewide Significant Soil ....................................................................................... 29
  Figure 4 – Soil Class ................................................................................................................. 30
  Figure 5 – Existing Land Use Map ........................................................................................... 31
  Figure 6 – Existing Zoning Map............................................................................................... 32
  Figure 7 – Natural Resources Map ........................................................................................... 33
  Figure 8 – Farmland Preservation Plan Map for the City of Fitchburg (Entire City)............... 34
  Figure 8a – Farmland Preservation Plan Map (Fitchburg Northwest Quadrant)...................... 35
  Figure 8b – Farmland Preservation Plan Map (Fitchburg Northeast Quadrant)....................... 36
  Figure 8c – Farmland Preservation Plan Map (Fitchburg Southwest Quadrant)...................... 37
  Figure 8d – Farmland Preservation Plan Map (Fitchburg Southeast Quadrant)....................... 38




                                                                                                                                                5
Introduction
This document along with the accompanying maps, data, analysis and policies is the Farmland
Preservation Plan for the City of Fitchburg to be adopted as part of the Dane County Farmland
Preservation Plan. This plan was prepared in coordination with and is consistent with other
pertinent local and regional plans.

The goal of the Farmland Preservation Plan is to identify areas to protect and maintain as
agriculture within the City of Fitchburg for the use and benefit of current and future generations.
These protected and privately held agricultural lands are a large part of the rural character of the
community. The plan is intended to meet the farmland preservation criteria created by the State
of Wisconsin as outlined in Chapter 91 of the Wisconsin Statutes, qualifying Fitchburg farmers
with certified agricultural zoning to participate in the state farmland preservation tax credit
program.

The Planning Framework
The City of Fitchburg is currently participating in the Dane County
Farmland Preservation Plan that was adopted in 1981, when the city
was a township. This plan was created with the assistance by the
Regional Planning Commission staff, with each town preparing their
own farmland preservation plans. The county farmland plan is a
compilation of all prepared town plans.

In July 2005, a Working Lands Initiative Steering Committee was
created by the Department of Agriculture, Trade and Consumer
Protection to review the existing programs the State of Wisconsin
offers in helping preserve working lands and offer recommendations
of new and updated tools to assist in protecting and enhancing the working lands. One of the
recommendations by the committee and adopted by the State Legislation and Governor in 2009
was an update to the existing Farmland Preservation Program to improve agricultural planning
and zoning, increase tax credits and improve the flexibility of local governments to administer
the program.

Counties with the most development pressure as determined by the change in county population
growth per square mile between 2000 and 2007 are required to complete updates to their
farmland preservation plans first. Dane County, which was identified as one of the faster
growing counties, is required to update their plan by December 31, 2011.

The updated plans are to include:
   • Goals for farmland preservation and agricultural development.
   • Overall development needs and trends with respect to farmland and agriculture.
   • Key agricultural resources, existing agricultural land uses, and agricultural infrastructure.
   • Identification and map of farmland preservation areas that the county plans to preserve
      for agriculture and related enterprises.
   • Actions that the county will take to preserve farmland and promote agricultural
      development.


                                                                                                   6
   •   Consistency with the county’s comprehensive plan.

The City of Fitchburg has elected to prepare its own Farmland Preservation Plan to be
incorporated into the Dane County Farmland Preservation Plan as an appendix.




                                                                                        7
Goals, Objectives and Policies
To further guide the preservation of agriculture land and promote agricultural development
within the City of Fitchburg, the following goals, objectives, and polices, which are included in
or are consistent with the City of Fitchburg Comprehensive Plan are to be considered and
complied.

Goals / Objectives (A broad future condition the City intends to achieve.)–
1) To protect and maintain agriculture as a significant resource and economic viability within
Fitchburg.

2) To preserve agricultural land as a resource for the use and benefit of current and future
generations.

3) To preserve open space, natural areas, and rural and agricultural land by promoting compact
development that contains a logical and sustainable mix of uses and building types.

Policies (A principle to guide decisions to reach the goals and objectives.)–




Agriculture
1) Consider the creation or variations of either a transfer or purchase of development rights
program to be used to compensate rural landowners who may be outside the long-term growth
area and within the Farmland Preservation Area.

2) Evaluate city incentives to encourage farmers to invest in improvements to their farm
operations or to diversify their agricultural operations to address the changing farm economy.

3) Maintain and promote agriculture infrastructure to enhance and sustain agriculture operations.

4) Discourage non-agricultural development in designated agricultural preservation areas
through the use of the City’s zoning code.

5) Pursue development or boundary agreements with surrounding communities that would
preserve agricultural land across boundaries.

6) Promote the presence of urban agriculture within the City.


                                                                                                    8
7) Encourage the purchase and consumption of local food production.

8) Work with Dane County and other municipalities within the area to promote and establish
agricultural enterprises and resources to serve southern Dane County.


Urban Development
1) Prohibit creation of rural subdivisions or establishments of new non-agricultural business
developments outside the urban service area unless allowed in a planned rural cluster.

2) Retain the rural landscape of Fitchburg by limiting development outside of the urban service
area to that which is consistent with the Rural Residential Development Criteria.

3) Direct urban development to the long-term growth boundary identified within the
Comprehensive Plan.

4) Promote agricultural-research, development and technology businesses in planned urban
areas, adjacent to agricultural land if it is important for the business to be located close to crops
and fields.

5) Locate commercial and industrial uses which are not agriculturally related inside the urban
service area.


Natural Resources
1) Limit agricultural uses within officially delineated wetlands to existing operations and
expanded only if filling and draining is not required.

2) Protect naturally high infiltration areas from development.

3) Maintain exclusive agriculture or conservancy zoning for rural environmental corridors,
consisting of woodland areas, wetlands, springs and steep slopes which are part of an operating
farm.




                                                                                                        9
Background
As the United States continues to urbanize, the conflict between agricultural and nonagricultural
uses of land will continue to intensify. Strong economic growth, in combination with numerous
other factors that influence land use, has pushed urban development further from the centers of
cities, consuming agricultural land in traditionally rural areas. This can be seen locally in Dane
County with the growing Madison Metropolitan area increasing the pressure on Madison and
surrounding municipalities to develop subdivisions and the supportive economic/business to
support a growing population. Other factors that influence land use may include agricultural
product prices, technology, consumer demand, and land prices. With the accelerated shift of
agricultural land to urban land, the agricultural industry may be negatively impacted.

Farmer Demographic
Some concerns are present with not enough young farmers entering into the occupation to
replace existing farmers. The age of the average farmer in Dane County has been increasing
over the past decade. In 2007, the average farmer was 56 years old. Only three percent of
farmers fall under the age of 35 and 25 percent of farmers are over the age of 60. According to
the Program on Agricultural Technology Studies, in Wisconsin from 1992 to 1997, there were
only 344 dairy farm entrants and 1,860 dairy farm exiters, producing a net loss of 1,516 farmers.
The Program on Agricultural Technology Studies believe that the increase in net dairy losses is
primarily the result of significantly fewer younger people entering dairy, and not a product of
more farm closings.

Farm Demographic
With increasing pressures placed on land to urbanize, the acres of available farm land are
decreasing. According to the National Agricultural Statistics Service (NASS), between 1987 and
2002, Dane County had a fifteen percent decrease in farm land from 609,000 acres to 515,475
acres. However, between 2002 and 2007, Dane County saw an increase in farm land from
515,475 acres to 535,756 acres. This turn around could be attributed to a number of factors from
changes in land use policy, the development market reaching its peak, increased grain prices or
the implementation of the Agriculture Use Value Assessment after 2000.

                                        According to a report done by the Program on
                                        Agricultural Technology Studies, the South Central (SC)
                                        District, consisting of Columbia, Dane, Dodge, Green,
                                        Jefferson, and Rock counties, approximately 27,042
                                        acres of farmland changed hands between 2000 and 2002.
                                        Of the farmland sold, an average of 25% (6,759 acres)
                                        was converted to non-agricultural uses each year,
                                        resulting in a loss of 20,277 acres of farmland across the
                                        district in this three-year period.

In the South West (SW) Wisconsin District, consisting of Crawford, Grant, Iowa, Lafayette,
Richland, Sauk, and Vernon counties, sales of agricultural land are increasing between 2000 and
2002. Agricultural land sales converted to non-farming uses have doubled over the last decade


                                                                                                10
for the SW district. Sale of converted land increased from 12 percent to 25 percent, with an
annual average sold increased from 6,475 acres to 13,241 acres annually. Agricultural land sales
have 75 percent of sales remaining in agricultural uses. The SW District lacks the same growing
metropolitan area as Dane County. Therefore, the pressures for farm land to convert to
nonagricultural uses in the SW District are not seen as strong as the pressures placed on Dane
County through sales of converted farmland.

Despite the trend that acreage of farmland has decreased, according to the Census of Agriculture,
Dane County has seen a 28% increase in the number of farms from 1997 to 2007. Over this
same time period, the average size of farms has decreased from 198 acres to 161 acres.

Table 1: Dane County Farms by Size
                            1997          2002       2007
1 to 9 acres                 217         306         456
10 to 49 acres               565         860       1,083
50 to 179 acres              948         951       1,035
180 to 499 acres             655         550         528
500 to 999 acres             161         144         140
1,000 acres or more           49          76          89
Total                      2,595         2,887      3,331
Source: National Agricultural Statistics Service

This trend could be attributed to a large number of hobby farmers and/or small scale farmers
entering the field that are not primary livelihoods of the owner/operator. One third of farms in
Dane County have 10 to 49 acres with another one third of farms having 50 to 179 acres. Of the
3,331 farms in 2007, 44% of the operator’s principal occupation was farming whereas in 1997,
54% of the operator’s principal occupation was farming. Another reason for the increase in
farms, but decrease in size could be retiring farmers splitting the land between family members.
Several examples of this can be found in Fitchburg, for example the Gorman and Lacy families.

The definition of a farm used by the NASS includes
all operations selling as little as $1,000 of farm
products per year, which may include hobby farms.
In addition, the Dane County Ordinance limits the
division of land zoned agriculturally to 35 acre or less
parcels. Therefore, a larger farm could go out of
production and the land could be divided into 35+
acre parcels resulting in several hobby farms. The
total number of farms would increase, but the acreage
of land remains the same.

The increase in the pressure to develop has also impacted farming financially. In 2010, the
comparable sales price for an acre of agriculture land in Fitchburg was around $7,500 and for
agriculture land with development potential around $50,000 - $60,000 per acre. The average
value of all farmland and buildings per farm in 2007 was $696,424, compared to only $580,806
in 2002. With the increasing average cost of land and buildings, fewer farmers will be able to
enter into farming. In addition, farmers looking to leave agriculture and with land that has


                                                                                              11
potential to be developed will produce a greater value by selling the land for a nonagricultural
use.

In 2010, Fitchburg had approximately 144 landowners with crop and pasture land. Of the 144
landowners, 97 had greater than 10 acres of land and 47 had less than 10 acres of land. About
sixteen of the 144 landowners were active farm resident managers of their land. The City had 4
dairy farms (650 milking cows), two beef farms with several small operations (100 beef cattle)
and six equestrian farms.


The City of Fitchburg is home to the Hartung Seed Plant, which handles the drying and bagging
of seed corn produced in Wisconsin. The location of the seed plant is located within the
proposed boundaries of the McGaw Park Neighborhood, which is projected to be developed as a
business park and transit oriented development within the next 15 years. Discussions will need
to occur in the future as to the relocation of this operation to meet the needs of both Hartung
Seed and the City of Fitchburg.

Farm Products
Cash Crop
Crop land makes up a majority of farmland. These crops can either be sold or used to feed
livestock. In general, the South Central (SC) District, consisting of Columbia, Dane, Dodge,
Green, Jefferson, and Rock counties, produces more corn and soybean based on percentage of
major crops grown and the SW District, consisting of Crawford, Grant, Iowa, Lafayette,
Richland, Sauk and Vernon counties, produces more forage. Both SC and SW produced
relatively the same amount of small grains. The different crop production is a result of glaciation.
                                     The SC District falls within the Glacial Till region, an area
                                     where glacial debris and wind blown silt were deposited,
                                     where better topsoil was left behind. The SW District falls
                                     within the Driftless region, no evidence of glaciers, are
                                     subject to erosion over greater periods of time resulting in
                                     less topsoil and more varied topography. This difference in
                                     topsoil from the glaciation and the wind blown silt are the
                                     reason why certain crops grow better in one district than the
                                     other.

The Wisconsin Natural Resources Conservation Service (WNRCS), part of the US Department
of Agriculture (USDA), puts years of experience to work in assisting owners of America's
private land with conserving soil, water, and other natural resources. Many times the WNRCS,
Wisconsin Department of Agriculture, Trade, and Consumer Protection (WDATCP), UW -
Extension, and Dane County Land Conservation Department (DCLCD) work individually or
together to deliver technical assistance for the specific needs of farmers or other private land
owners. These groups encouraged the use of crop rotation to help protect soil quality of
farmland. Crop rotation can increase yields, increase profitability and reduce risk through
diversification, decrease environmental hazards by reducing chemical inputs, and reduce nutrient
depletion in soils from crop production.


                                                                                                   12
Based on discussions with the major farmers in Fitchburg, the 2010 crop rotation was about 50%
(5,141 acres) for corn, 30% (3,025 acres) for soybeans, 14% (1,411 acres) for hay, 3% (302
acres) for wheat and 2% (201 acres) for other. Approximately 38% (3,825 acres) of the cropland
was rented by nine different large farm operations.


Dairy
In addition to cash crops, several dairy farmers are found in Dane County. According to the
Program on Agricultural Technology Studies, between 1991 and 1999 the South Central district
saw declines in cow numbers of over 22%. However, the total
loss in milk production was only 7% due to a district wide
productivity gain (milk/cow/year) of 20%. This productivity
gain can be accounted for farmers becoming more efficient
with their resources, buying supplements to add to feed,
increase use of genetics, or harvesting feed more frequently
when the crops have the best nutrients. In 2002, the SC
District was home to nearly 2,000 dairy farms holding 170,000
cows that produced 2.9 billion pounds of milk.

The average cow in Fitchburg produces approximately 22,000 pounds of milk per year, for an
average of 14.3 million pounds of milk from Fitchburg per year based on 650 milking cows.

Land Use Conflicts
Urban sprawl is not the only land use concern on the rural-urban fringe. Certain agricultural land
uses with residential land uses can create a variety of spillovers for rural residents on the rural-
urban fringe. Depending on the agricultural enterprise, neighboring rural residents can
experience various noxious odors, spray drift, noise at night, dust, loose animals, slow-moving
farm implement traffic, and other unwanted agricultural spillovers.

On the other hand, locating rural subdivisions and residential property next to operating farms
can create a variety of headaches for farmers. These might include trash; liability for trespassing
children; damage or theft of crops; complaints and potential nuisance suits for odor, noise, and
spray drift; safety hazards from increased traffic and people, and crop or livestock losses due to
trespassing neighbors and their pets.

The longer-term impacts of siting incompatible land uses next to one another can be more
substantial for agriculture on the rural-urban interface than for agriculture in undeveloped areas.

Right to Farm
Wisconsin's right-to-farm law is part of a national trend by states toward changing the common
law prima facie case for filing nuisance claims against agricultural operations. The common law
of nuisance forbids individuals from using their property in a way that causes harm to others. A
private nuisance refers to an activity that interferes with an individual's reasonable use or
enjoyment of his or her property. A public nuisance is an activity that threatens the public health,


                                                                                                 13
        safety or welfare, or damages community resources, such as public roads, parks and water
        supplies.

        The purpose of right-to-farm laws is to encourage agricultural production and discourage land
        use conflicts between expanding livestock operations and their neighbors. They all seek to
        legislatively lift the threat of nuisance lawsuits by neighbors if the agricultural operation
        produces odor, noise, water pollution, or other nuisance-type conditions (as can be true with
        large livestock operations such as hog, dairy, and poultry confinements). Right-to-farm laws are
        designed to accomplish one or both of the following objectives: (1) to strengthen the legal
        position of farmers when neighbors sue them for a private nuisance; and (2) to protect farmers
        from anti-nuisance ordinances and unreasonable controls on farming operations. Right-to-farm
        laws are intended to discourage neighbors from suing farmers. They help establish farmers who
        use good management practices prevail in private nuisance lawsuits. They document the
        importance of farming to the state or locality and put non-farm rural residents on notice that
        generally accepted agricultural practices are reasonable activities to expect in farming areas.

        Land Use Trends
        The City of Fitchburg over the last couple decades has been losing considerable amounts of crop
        and pasture acres to development, woodlands, open space, or vacant space. Since 1980, over
        4,000 acres have been taken out of crop and pasture use. The City has gone from having 71% of
        its land in crop and pasture use to 50% as of January 2010, though undeveloped land, as a group,
        has only gone from 84% in 1980 to 72% as of January 2010. Currently, 31% of the undeveloped
        area accounts for Other (woodlands, open space and vacant space) and 69% of the undeveloped
        area accounts for crop and pasture.
Table 2: City of Fitchburg, Land Use 1980-2010
                              1980         1990        2000       2010*         80 to 90       90 to 00    00 to 10    80 to 10
                              Acres        Acres      Acres       Acres          Acres          Acres       Acres        Acres
Total Developed Area         3,514.1       4,354.6     5,438.4      6,258.8         840.5        1,083.8      820.4       2,744.7
Undeveloped Area            18,672.7      17,832.2   16,851.8      16,246.7       (840.5)        (980.4)    (605.1)     (2,426.0)
  Other                      3,025.4       3,595.0     4,969.8      5,020.5        569.60       1,374.80       50.7        1995.1
  Crop & Pasture            15,647.3      14,237.2   11,882.0      11,226.2 (1,410.10)       (2,355.20) (655.80)      (4,421.10)
Total Area                  22,186.8      22,186.8   22,290.2 22,505.5**                 0        103.40     215.30        318.50
Source: Dane County Regional Planning Commission for 2000 data, 1995 General Land Use Plan for 1980 and 1990 data and City of
Fitchburg Planning Department for 2010 data.
* Data as of January 1, 2010 Building Department Permit Report
** Includes land annexed and Dane County owned land and parcel deeded to the City of Fitchburg from the City of Madison near
Hwy 14 and Syene Rd. Data was cleaned to account for errors and missing land use designations.

        Land Use Demand
        Based on the City of Fitchburg Comprehensive Plan Forecasted Land Use Demand and existing
        land use and building data, City Staff adjusted the forecasted land use demand for the City. It
        should be understood that the figures are estimates based off of 2000 and 2005 data figures and
        actual land use demand will most likely vary based on overall market conditions and policies that
        the City may utilize to help assure that growth does not outstrip the ability to provide community
        services.



                                                                                                                     14
Table 3: Forecasted Land Use Demand
                               2010-2014      2015-2019      2020-2024      2025-2029      Total
Residential (du)                     1,123          1,138          1,100          1,089      4,450
Residential (acres)                    160            163            158            156        637
Business (acres)                        58             57             58             57        230
Communication/ Utility/Inst.
                                        11            12              12             12        47
(acres)
Subtotal (acres)                       229           232             228            225        914
Street (acres)                          52            51              58             57        218
Storm Water (acres)                      9            11              13             12         45
Park and Recreation (acres)             49            50              48             47        183
Total (acres)                          339           344             347            341      1,371

Excess Acreage to 75 acres              36            31               28             34      129
per year average
2010-2030 demand                       375           375              375            375     1,500
5-year flexibility factor                                                                      375
Total (2010-2030)                                                                            1,875
Source: Dane County Regional Planning Commission data and City of Fitchburg Planning

The Comprehensive Plan sets a maximum average development rate of 75-acres per year on a 5-
year rolling average. The forecasted land use demand, based on projections, is below the
maximum 5-year rolling average of 375 acres. Residential demand is based on the total
residential units expected to be constructed at a net density of approximately 7 units per acre.
Net density is defined as the number of dwelling units divided by the number of acres zoned
residential. An estimated 6,581 dwelling units are projected to be built within the City of
Fitchburg from 2000 to 2030. Currently, 2,131 dwelling units were constructed from 2000
through 2010, leaving 4,450 dwelling units to be forecasted over the next 20 years.

Demand for business uses is often quite variable since the labor force is difficult to project. If it
is assumed that the City of Fitchburg will meet the employment demand of the community,
which is unlikely with the surrounding major employment centers, we are able to project the
business demand. The forecasted acres may vary depending on the floor area ratio of each new
business.

Other land use factors generally follow past growth trends, except for park land. Park land was
assumed to be dedicated at 65 percent of the required park space base, with the remainder to be
covered by a fee in lieu of dedication. In addition, a new policy on park land dedication may
reduce the acreage forecasted for park land.

Future greenfield development within the City will have an impact on the loss of agricultural
land. The goals, objectives and policies within the Comprehensive Plan strive for compact,
mixed use developments within the urban service area or future urban growth boundary, which
will help mitigate the loss of agricultural land. With higher density residential developments and
higher floor area ratio for businesses, less agricultural land is needed to accommodate the
forecasted acreage.


                                                                                                     15
Mapping
In assisting the Agricultural and Rural Affairs Committee and City staff map out the Farmland
Preservation Area, the information was based off of the following maps:

Future Urban Development Boundary
The City of Fitchburg realized the importance of managed and orderly growth and established a
future growth boundary, within the rural portion of the City, based on the following guidelines:
    • It will be assumed that streams will be protected by a 75-foot or wider buffer zone, that
        wetlands within the current urban services area will be protected by a 75-foot or wider
        buffer zone, and that wetlands outside the current (2007) urban service area will be
        protected by a 300-foot or wider buffer zone.
    • The proposed future urban development area (FUDA) boundary will favor development
        of land along the Fitchburg-Oregon rail corridor.
    • The proposed FUDA boundary will favor protection of groundwater recharge areas.
    • The proposed FUDA boundary will favor protection of high-quality agricultural lands.
    • All parts of the current FUDA will be considered for inclusion in the proposed FUDA.
    • The proposed FUDA boundary favors areas that can be sewered by gravity.

The boundary focuses the majority of the future development along the eastern rail corridor
within the City and contiguous extensions from the existing urban service area (Figure 1). The
future development boundary preserves the large contiguous Class I and II soils in the
southwestern portion of the City bordering the Townships of Oregon and Verona.

The future urban development neighborhoods accommodate 50+ years of development within
the City of Fitchburg based on the policy of limiting development to a maximum of 75 acres per
year on a 5-year rolling average. Majority of the future neighborhoods are not planned for
development within the next 15 years and are currently planned for agriculture and open space
within the City of Fitchburg Comprehensive Plan. The existing urban service area and portions
of the Northeast Neighborhood and North Stoner Prairie Neighborhood are potential areas to
accommodate the 15 year development projections and are not included in the Farmland
Preservation Area.

Soils
Farm productivity can be determined by using Prime Soil, Statewide Significant Soil and Soil
Class (Figures 2, 3 and 4). Each method was used in determining the farm productivity of soil
found in Fitchburg.

Prime Soil is land that has the best combination of physical and chemical characteristics for
producing food, feed, forage, fiber, and oilseed crops (Figure 2). The land must also be available
for crop land, pastureland, forest land, or other land, but not water. Prime farmland has the soil
quality, growing season, and moisture supply needed to economically produce sustained high
yields of crops when treated and managed, including water management, according to acceptable
farming methods.




                                                                                                16
Statewide Significant Soil is land other than prime farmland that is used for production of
specific high-value food and fiber crops (Figure 3). It has the special combination of soil quality,
location, growing season, and moisture supply needed to economically produce sustained high
quality or yields of specific crops. For example, farmland classified as significant may include
soils used for apple orchards that are too steep and erodible to qualify for prime farmland. These
categories of farmland are used in administering the Farmland Protection Policy Act and the
Farmland Protection Program.

Land capability classification is a widely used system to classify soils for agricultural purposes
(Figure 4). The system is based on the most intensive long term use for this land. The criteria
used to classify Land Capability are slope, texture of soil, depth of soil material, and drainage.
Soils are grouped according to their potentials and limitations, if any, for sustained production of
common crops. This classification system places all soils in eight capability classes. With good
soil conservation management, soils in Classes I, II, III, and IV are suitable for cultivation. Soils
in Classes V, VI and VII with good soil conservation management are suited for pasture,
woodland, and wildlife. Soils in Class VIII generally are non-productive for agricultural
purposes and are recommended for wildlife habitat.

As a whole, Dane County leads the state in concentration of soils suitable for farming, which the
City of Fitchburg mirrors. As the table below indicates, nearly 80 percent of the City of
Fitchburg’s soils are in the top four soil classifications, which are suitable for cultivation.

Table 4: Acreage of all Land by Soil Capability Class, City of Fitchburg
         Soil Class                     Acres                   Percentage
I                                               8,227.1                     36.6
II                                              3,409.0                     15.1
III                                             3,206.9                     14.3
IV                                              2,973.8                     13.2
Subtotal                                       17,807.8                     79.2
V-VIII                                          4,686.3                     20.8
TOTAL                                          22,503.1                    100.0
Source: Soil Class Shapefile, Dane County Land Information Office

Over the years, the quality agricultural soils within the City of Fitchburg were developed and
converted to another land use. As of 2010, the City of Fitchburg still had over 11,000 acres of
crop and pasture land, which was 50 percent of the City. The table below indicates that over 92
percent of the crop and pasture land within the City of Fitchburg in 2010 was within the top four
soil classifications, which are highly suitable for cultivation.

Table 5: Acreage of Crop & Pasture Land by Soil Capability Class, City of Fitchburg
         Soil Class                     Acres                   Percentage
I                                               5,201.9                     46.3
II                                              2,049.6                     18.2
III                                             1,614.7                     14.4
IV                                              1,532.4                     13.7
Subtotal                                       10,398.6                     92.6
V-VIII                                            827.6                      7.4
TOTAL                                          11,226.2                    100.0
Source: Soil Class Shapefile, Dane County Land Information Office



                                                                                                  17
Existing Land Use
The Existing Land Use Map (Figure 5) indicates all residences, commercial and industrial
developments, and agricultural and open space land uses. This map was derived from the 2007
aerial photograph, visual surveys and building department permits.

Existing Zoning
The Existing Zoning Map (Figure 6) shows all zoning districts currently on record within the
City. The existing land use may be different from the existing zoning if a property has yet to be
developed. The existing zoning is the regulation tool for controlling the development that may
occur on the property.

Natural Resources
The Natural Resources Map (Figure 7) depicts the environmental corridors within the City that
are restricted or limited from being developed. The environmental corridors consist of wetlands,
floodplains, streams, associated buffers, conservation easements and parks. The map also shows
the heritage, specimen and potential specimen trees that have been identified within the City, that
are to be protected from future development.

Planning
The Farmland Preservation Plan Map (Figure 8) is presented as an illustration of the policies of
the farmland preservation plan and the comprehensive plan. The Farmland Preservation Plan
Map is to be consistent with the Future Land Use Map within the City of Fitchburg’s
Comprehensive Plan. Any amendment to policy or the map will have to be consistent among
both plans. The amendment process will follow that which is established within the
Comprehensive Plan, which consists of, at a minimum, one meeting held by relevant
committee(s) in regard to the amendment, one community comment period to receive written
comments by the public, one governing body review process of written comments and one public
hearing.

The Farmland Preservation Plan Map has 7 different districts identified, which three districts are
for farmland preservation lands and four districts are for existing and future development. The
main features of these plan districts are as follows:

Farmland Preservation Districts
Agricultural Preservation Areas
The Agricultural Preservation Area category includes agricultural uses, including farm buildings
and residences of the primary farm owners, some other limited single residences, Wisconsin
Department of Natural Resources (WDNR) wetlands, open water and private open space that is
outside of the City of Fitchburg’s future urban development boundary and planned for
contiguous preservation. This area was determined by the 1980 Farmland Preservation Plan and
the Future Urban Development Boundary process described above.



                                                                                                18
Agricultural Preservation Transition Areas
The Agricultural Preservation Transition Areas category is similar to the Agricultural
Preservation Area, except the City has identified land within defined neighborhood boundaries to
be studied for potential development as part of the Future Urban Development Boundary. Land
within this category is beyond the 15-year time frame for nonagricultural development and in
some locations beyond a 50-year time frame. Every 10 years when the Farmland Preservation
Plan is updated, portions of this category are projected to be re-categorized as Future Urban
Service Areas to accommodate the 15-year forecasted land use demand.

Resource Protection Areas Overlay
The Resource Protection Areas Overlay category includes floodplains, wetlands, and open
waters that are protected from all development. Agricultural best practices are encouraged to be
used within the resource protection areas to mitigate the negative impacts that may occur from an
agricultural operation. The combination of agricultural preservation and resource protection area
act as a rural environmental corridor protecting the natural resources outside of the urban service
area.


Existing and Future Development Districts
Urban Service Areas
The Urban Service Area category is served by public water, sanitary and storm sewer to allow
for higher densities, high efficiency and less sprawl. Developments within the urban area are a
mix of residential development – low density, medium density and high density with mixed use,
commercial, business and industrial developments. This area includes both existing urbanized
development and potential greenfield development.

Future Urban Service Areas
The Future Urban Service Area is potentially planned to accommodate development within the
next 15 years, however it is currently located outside of the existing Urban Service Area
boundary. If the demand for development to expand outside the existing urban service area
occurs within the 10-year certification period of the Farmland Preservation Plan, expansion
would occur within this designation.

Rural Residential
The Rural Residential category includes existing single-family detached dwelling unit structures
located outside the current urban service area in rural subdivisions or clustered along a rural
road. These sites are characterized by small parcel sizes and have been zoned for rural
residential property which may include small hobby farms.

Rural Development
The Rural Development category includes single-family housing, utility substations, existing
quarries, and commercial uses that have developed in the rural areas, but is mainly intended for
commercial uses that support agricultural production.




                                                                                                19
Implementation
The Farmland Preservation Plan is the first step in identifying the areas to preserve farmland and
promote agricultural development, but it is the actions and policies that the City will use that
helps implement the preservation plan.

Comprehensive Plan
The Comprehensive Plan contains data and background information
on the numerous resources and services of the community,
including land use, economic development, natural, cultural and
agricultural resources, housing, public facilities, utilities and
transportation. The Plan also identifies the goals, objectives and
policies that will help determine the City’s use of resources and
guide decisions for future development and preservation within the
City of Fitchburg. All City actions on land division regulation,
zoning and official mapping must be consistent with the
Comprehensive Plan.

The Land Use section of the Comprehensive Plan focuses
development in areas that can be serviced by public water and
sewer, away from high quality agricultural land and within the City’s planned growth areas.
Development within the urban service area is to be a mix of residential development, with a past
density trend of 7.4 dwelling units per acre, commercial, business and industrial areas.

Rural Development Criteria
The City of Fitchburg permits development outside of the urban service area; however it is to
follow the Rural Development Criteria. The purpose of the criteria is to site rural development
in a manner that is appropriate in regard to community standards, preservation of agricultural
land and limiting sprawl and to limit the number of new developments occurring in the rural
area. Utilizing 1979 as the base year, a rural landowner has a potential development claim for
every contiguous 35 acres under control of common ownership whether or not separated by
streets, highways, or railroad rights-of-way. The criteria further restrict the number of claims to
be used under the siting criteria, with the remaining claims to be used in a rural cluster. This
policy has been effective in the preservation of large contiguous parcels of agricultural land,
while offering rural landowners an option to build a home for a family member or to sell a
residential lot for income.

Rural Clusters
The City of Fitchburg is currently studying and creating a Rural Cluster program that will
provide an alternative to individual residential lots in rural areas that provides for smaller lots
and preservation than under the Rural Development Criteria within the Comprehensive Plan.

Conceptual Park and Open Space Proposal
The Conceptual Park and Open Space Proposal was developed as a comprehensive study of
Fitchburg’s natural, historical, and cultural resources. The proposal identifies large areas and
corridors outside of the 2009 urban service area that should be considered for preservation based


                                                                                                      20
on the environmental, historical, and cultural
significance. Implementation of this proposal is based
on funding and the willingness of landowners who wish
to sell or donate land or development rights, though
some designated areas could be protected while
remaining in private ownership. The proposal is
adopted as a part of the Comprehensive Park, Open
Space and Recreation Plan.

Certain areas of the Agricultural Preservation are also
part of the Conceptual Proposal. The implementation of
the Conceptual Park and Open Space Proposal will need
to be cognizant of existing and long-term agricultural
operations when locating active recreation areas versus
passive. Areas with prime agricultural soils should be
preserved for agricultural uses within the Conceptual
Proposal, which may constitute working farms, community gardens, orchards or other passive
open space preserved (Fitchburg Comprehensive Park, Open Space and Recreation Plan, 2010).

Agricultural Zoning
The Zoning Code is the most efficient implementation tool in controlling the preservation of
agricultural land and limiting land use conflicts. The City of Fitchburg currently has two
certified zoning districts, Exclusive Agriculture (A-X) and Transitional Agriculture (A-T) that
meet the existing standards to participate in the Farmland Preservation Program.

To meet the new provisions within the Working Lands Initiative, that restricts land outside of the
farmland preservation boundary from being zoned certified agriculture, the City is proposing to
amend the agriculture zoning districts.

The City of Fitchburg is proposing to keep Exclusive Agriculture (A-X) as the only certified
agricultural district. Transitional Agriculture (A-T) will not be certified and will be for lands that
are outside of the farmland preservation area, but are proposed to be developed within the next
15 years. To maintain large contiguous parcels of agricultural land, the minimum lot size for the
A-X and A-T districts is 35 acres.

The City of Fitchburg in October 2010 added a new agriculture zoning district, Small Lot
Agriculture (A-S), for parcels under 35 acres. The A-S district is intended to be applied to areas
where smaller agricultural parcels are part of a contiguous agricultural block of land and non-
agricultural development would be incompatible with agricultural uses, premature or inconsistent
with the comprehensive plan. It is also intended to ensure that urban agriculture and community
gardens in the urban service area are located to meet the needs for local food production. The
district is not intended for residences and will not qualify for Farmland Preservation Credit.

Wetland and Floodplain Zoning
The City of Fitchburg Zoning Ordinance contains Wetland and Floodplain overlay zoning
districts, which are state-mandated provisions to restrict or limit development within the


                                                                                                   21
respective boundaries. Certain areas of the overlay correspond with agriculture zoning for
additional protection.

Land Division
The City of Fitchburg Land Division Ordinance, in compliance with Chapter 236 of the
Wisconsin Statutes, regulates and controls the division and development of land within the City
to further the orderly layout and appropriate use of the land persistent with the Comprehensive
Plan. All land divisions not creating more than 4 parcels in less than a 5-year period requires the
recommendation of the Plan Commission, the approval of the Common Council, and recording
of a certified survey map. The certified survey map shall include the entire parcel owned by the
subdivider/land divider. If an applicant is creating more than 4 lots in less than a 5-year period, a
preliminary and final plat is required. The Comprehensive Plan currently prohibits the creation
of rural subdivisions outside the urban service area unless allowed in a planned rural cluster.

The review of all land divisions allows the City to manage the number of lots that are being
created in the rural area, not to fragment the parcels and disrupt the existing agricultural uses.
All land divisions are required to be consistent with the Comprehensive Plan and to meet the
dimensional standards of the associated zoning district.

Farmland Preservation Tax Credit
The Wisconsin Working Lands Initiative provides landowners with an opportunity to claim
farmland preservation tax credits through participation in the Farmland Preservation Program.
These tax credits are income tax credits that are applied against tax liability to landowners who
meet eligibility requirements and their land is zoned certified agriculture within a farmland
preservation area or they have entered into an agreement and are located in a designated
agricultural enterprise area.

Agricultural Use Value Assessment
During the past several years the State of Wisconsin has moved to assessment of agricultural
land, regardless of its zoning, based on its use as agricultural land, which has resulted in a tax
shift to non agricultural landholders. The City of Fitchburg was one of the only incorporated
municipalities to support the agricultural use assessment rule at the state legislature. Fitchburg’s
support was provided based on the potential ability to lower taxes on farm land, the value that is
placed on rural agricultural land as a valued open space commodity in the City of Fitchburg. The
City believed the tax shift was important to recognize the value of such a land use in the City,
and the shift now causes urban users to pay a greater amount of taxes than would have been the
case.

Development Rights
The City of Fitchburg currently does not have a program developed to assist in the purchase or
transfer of development rights and a study done in 2008 failed to move forward. Policy makers
within the City feel that such a program would assist the rural landowners. Landowners outside
of the Future Urban Growth Boundary may have inaccessible assets in land and the purchase or
transfer of development rights may assist landowners to access part of that value. The income
they receive from the TDR or PDR program may be used to invest in their farm operation or to



                                                                                                     22
compensate them when they sell their land at a rate that is affordable to new or expanding
farmers. A policy is set within the Comprehensive Plan to consider the creation or variations of
a program to compensate rural landowners who may be outside of the long-term growth
boundary. If other agencies are willing to purchase development rights within the City, areas to
be targeted for the purchase or transfer of development rights are those lands designated as
Agricultural Preservation. These lands provide for contiguous agricultural land and have been
designated as the key areas based on location, soil capability, and growth demand.

Agricultural Enterprise Areas
An agricultural enterprise area is an area of contiguous land primarily in agricultural use that has
been designated by the Department of Agriculture, Trade and Consumer Protection (DATCP) in
response to a locally developed petition. Eligible farmers in a designated area have the
opportunity to enter into a voluntary farmland preservation agreement with DATCP to keep their
land in agricultural use for 15 years and in return receive income tax credits. The agricultural
enterprise area serves as a long-term temporary preservation area, in assisting to advance other
agricultural preservation and agricultural development goals and policies.

Agriculture & Rural Affairs Committee
The Agriculture and Rural Affairs Committee acts as an advisory committee to the Plan
Commission. The committee is in charge of helping implement the Farmland Preservation Plan
by studying the potential future of agriculture in Fitchburg, recommending areas to be preserved
for agriculture, studying and recommending potential compensation programs to landowners in
areas designated for agricultural preservation, and reviewing and making recommendations on
all rezoning requests on property zoned A-X or A-T. The committee also acts as a voice for the
rural community in helping educate and distribute materials on agricultural practices and new
programs.

Financial Tools
PACE Program
The PACE (purchase of agricultural conservation easements) program provides state funding for
the purchase of agricultural conservation easements. The Department of Agriculture, Trade and
Consumer protection (DATCP) will provide funding to cooperating local entities for the
purchase of easements from willing landowners. Local entities purchase the easements and may
be reimbursed for up to 50 percent of the easement cost by the PACE program. The state and
local entities will then be co-holders of the easement. PACE funded easements are intended to
strengthen areas that have been planned and designated as local farmland preservation areas in a
certified county farmland preservation plan. A future implementation of a city purchase of
development rights program would supplement the PACE program in possibly securing
matching funds.

Revolving City Loan Fund
The City of Fitchburg provided $375,000 to the Fitchburg Community & Economic
Development Authority to capitalize a revolving loan fund. These funds will be available to
existing businesses and prospects planning to locate in Fitchburg. The goals of the program are:
     • To encourage a proactive and positive business climate


                                                                                                 23
    • To expand and diversify the tax base
    • To facilitate existing business expansions
    • To assist small businesses and start ups
    • To target clean industries, especially high tech manufacturers, research and development
      companies, and businesses that export
    • To attract new businesses to Fitchburg
    • To promote a diverse mix of employment opportunities that offer good wages and
      comprehensive benefit packages.

Agricultural businesses are able to apply for a loan through the revolving loan fund. Loan
amounts can range from $10,000 to $50,000 and would have a fixed term interest rate, which
may range from zero during a period of deferred but capitalized interest market rate defined as
the prime rate of interest as published in the Midwest edition of the Wall Street Journal plus 2
percent.

Farm Service Agency – Loan Program
The United States Department of Agriculture (USDA) Farm Service Agency offers numerous
loan opportunities from direct farm operating loans, direct operating loans, emergency loans,
beginning farmers and rancher loans and socially disadvantaged farmers, ranchers and youth
loans.

NRCS Conservation Programs
NRCS’s natural resources conservation programs help people reduce soil erosion, enhance water
supplies, improve water quality, increase wildlife habitat, and reduce damages caused by floods
and other natural disasters. Public benefits include enhanced natural resources that help sustain
agricultural productivity and environmental quality while supporting continued economic
development, recreation and scenic beauty. Programs include conservation technical assistance,
environmental improvement, stewardship, water resources, easements, community assistance,
and technical processes (NRCS, 2010).




                                                                                                   24
References
City of Fitchburg. 2010. City of Fitchburg Comprehensive Plan.

Dane County Land Information Office. 2006. <http://www.co.dane.wi.us/lio/>

Dane County Regional Planning Commission (now known as the Capital Area Regional
Planning Commission). 2002. Dane County and Economic Data 1970-2000.

Program on Agricultural Technologies. 2001. Wisconsin Family Farm Facts – Dynamics of
Entry and Exit on Wisconsin Dairy Farms in the 1990s. <http://www.pats.wisc.edu/ >

Program on Agricultural Technologies. 2004. Land Use Fact Sheet: South Central District.
<http://www.pats.wisc.edu/pubs/list.aspx>

Program on Agricultural Technologies. 2004. Land Use Fact Sheet: Southwest District.
<http://www.pats.wisc.edu/pubs/list.aspx>

Wisconsin Agricultural Statistics Service (WASS). 1998. 1997 Census of Agriculture; Dane
County - Wisconsin. <http://www.nass.usda.gov/Statistics_by State/Wisconsin/index.asp>

Wisconsin Agricultural Statistics Service (WASS). 2003. 2002 Census of Agriculture; Dane
County - Wisconsin. <http://www.nass.usda.gov/Statistics_by State/Wisconsin/index.asp>

Wisconsin Agricultural Statistics Service (WASS). 2008. 2007 Census of Agriculture; Dane
County - Wisconsin. <http://www.nass.usda.gov/Statistics_by State/Wisconsin/index.asp>




                                                                                           25
Appendix: Maps
Figure 1 – Future Urban Development Boundary

Figure 2 – Prime Soil

Figure 3 – Statewide Significant Soil

Figure 4 – Soil Class

Figure 5 – Existing Land Use Map

Figure 6 – Existing Zoning Map

Figure 7 – Natural Resources Map

Figure 8 – Farmland Preservation Plan Map for the City of Fitchburg (Entire City)

Figure 8a – Farmland Preservation Plan Map for the City of Fitchburg (Northwest Quadrant)

Figure 8b – Farmland Preservation Plan Map for the City of Fitchburg (Northeast Quadrant)

Figure 8c – Farmland Preservation Plan Map for the City of Fitchburg (Southwest Quadrant)

Figure 8d – Farmland Preservation Plan Map for the City of Fitchburg (Southeast Quadrant)




                                                                                            26
Mayor Jay Allen                                                            Jason Schmidt
Initiated by                                                               Drafted by

Agriculture & Rural Affairs
Plan Commission                                                            December 8, 2010
Referred to                                                                Date

                                       RESOLUTION R-108-10

  A RESOLUTION ADOPTING THE FARMLAND PRESERVATION PLAN OF THE CITY
  OF FITCHBURG, WISCONSIN AND RECOMMENDING INCORPORATION INTO THE
              DANE COUNTY FARMLAND PRESERVATION PLAN

        WHEREAS, pursuant to section 91.10 of the Wisconsin Statutes, Dane County, is authorized to
prepare and adopt a farmland preservation plan as defined in section 91.10(1) of the Wisconsin Statutes,
and
        WHEREAS, the City of Fitchburg has elected to prepare its own Farmland Preservation Plan to
be incorporated into the Dane County Farmland Preservation Plan as an appendix to meet the
requirements of section 91.10 of the Wisconsin Statutes, and

         WHEREAS, adoption of a certified farmland preservation plan makes farmers and landowners
eligible to participate in the state tax credit program, agricultural enterprise zones and the purchase of
conservation easement fund, and

        WHEREAS, the City of Fitchburg Farmland Preservation Plan has been prepared by the
Agriculture & Rural Affairs Committee and City Staff with input from other City Committees and
community members through public open houses and meetings, and

        WHEREAS, the City of Fitchburg Farmland Preservation Plan contains data, maps, goals,
objectives and policies required in section 91.10(1) of the Wisconsin Statutes; and

        WHEREAS, the City of Fitchburg Farmland Preservation Plan has been reviewed for consistency
with the City of Fitchburg Comprehensive Plan and recommended for approval by the City of Fitchburg
Plan Commission.

         NOW, THEREFORE, BE IT RESOLVED, by the Fitchburg Common Council that it approves
the attached City of Fitchburg Farmland Preservation Plan and recommends the plan to be incorporated
into the Dane County Farmland Preservation Plan.

Adopted this ___ day of ________, 2011

                                                                    _____________________________
                                                                              Linda Cory, City Clerk

                                                                    _____________________________
                                                                                   Jay Allen, Mayor

Approved:________________
City of Fitchburg
Committee of Commission Referral
Direct Referral Initiated by:
Direct Referral Approved by:

Date Referred: December 14, 2010                    Ordinance Number:
Date to Report Back: January 25, 2011               Resolution Number: R-116-10
Sponsored by:                                       Drafted by: Staff

TITLE:        APPROVAL OF 2011 CONTRACT WITH DANE COUNTY HUMAN
              SERVICES FOR SENIOR CENTER SERVICES

Background: Dane County Human Services is offering $36,562 for the following services to
be provided by the Senior Center in 2011: Nutrition, Case Management and MA Case
Management.


   Order   Referred To                      Staff Contact   Place on Agenda    Action Taken
                                                            For                On Referral
    1      Commission on Aging              McHone          January 11, 2011
    2      Finance                          Roach           January 25, 2011
    3      Public Safety & Human Services   Cory            January 25, 2011
    4

Amendments:
MEMORANDUM

To:        Linda Cory, City Clerk
From:      Jill McHone, Senior Center Director
Date:      11-24-10
Subject:   2011 Dane County Contract

The Senior Center is one of 16 “Focal Points”of service in Dane County that receive
county funds. The contract with Dane County Human Services specifically funds a
portion of our Nutrition, Case Management, and Medical Assistance (MA) Case
Management programs.

For 2011 the total amount of funding for the programs listed above has been increased by
$3660 from the 2010 contract. This increased allocation is due to the Senior Center
Social Workers serving more medical assistance clients.

History of Allocation of Funds

2011 County Contract - $36,562
Nutrition - $13,857
Case Management - $17,731
MA Case Management - $4,974

2010 County Contract - $32,902
Nutrition - $13,857
Case Management - $17,731
MA Case Management - $1,314

                                                               )
2009 County Contract - $33,547(approved amt. in November 08’ County increased
contract to $33,816 in January 09’and then decreased contract to $33,491 in July 09’
Nutrition - $14,140
Case Management - $18,093
MA Case Management - $1,314

2008 County Contract - $33,547
Nutrition - $14,140
Case Management - $18,093
MA Case Management - $1,314
Mayor Jay Allen                                                         Jill McHone
Introduced By                                                           Drafted by


Commission on Aging, Finance and
Public Safety and Human Services                                       December 14, 2010
Referred to                                                            Date




                                  RESOLUTION R-116-10

 APPROVAL OF 2011 CONTRACT WITH DANE COUNTY HUMAN SERVICES FOR
                     SENIOR CENTER SERVICES

WHEREAS, the County of Dane wishes to purchase services specifically described in the
Purchase of Services Agreement; and

WHEREAS, the Fitchburg Senior Center is able and willing to provide such services;

NOW THEREFORE, BE IT RESOLVED by the Fitchburg City Council that such an
agreement be entered into for the year 2011.



Adopted this 25th day of January, 2011.




                                                         _____________________________
                                                         Linda Cory, City Clerk


                                                         _____________________________
                                                         Jay Allen, Mayor




Approved:______________
City of Fitchburg
Committee of Commission Referral
Direct Referral Initiated by:
Direct Referral Approved by:

Date Referred: December 14, 2010                                   Ordinance Number:
Date to Report Back: January 11, 2011                              Resolution Number: R-118-10
Sponsored by:                                                      Drafted by:

TITLE:             Resolution Approving Development Agreement Between Promega
                   Corporation and the City of Fitchburg


Background: As part of the approval for TID #4, the City requires a developer agreement
specifying the terms of any development proposal, and related financing. This agreement
includes provisions relating to a $2,000,000 million pay-as-you-go developer bond and
related guarantees. This development incentive is provided for in the current project plan
and is intended to result in a $42,000,000 investment by Promega. Agreement and
supporting schedules will be provided under separate cover.

    Order                     Referred To                  Staff Contact    Place on Agenda    Action Taken
                                                                                   For          On Referral
       1        Finance Committee                          Roach           January 11, 2011
       2        CEDA                                       Zimmerman       January 6, 2011
       3        Plan Commission                            Hovel           December 21, 2010
       4

Amendments:




F:\DEPTMNTS\COUNCIL\Referrals\2010\referral R-118-10.doc
Jay Allen, Mayor                                                               Roach
Introduced By                                                                  Prepared by

Finance Committee                                                              December 14, 2010
Referred to                                                                    Date

                                     RESOLUTION R-118-10

                   Resolution Approving Development Agreement Between
                         Promega Corporation and City of Fitchburg

WHEREAS, Promega Corporation (Developer) owns property within TIF District #4 as amended;
and

WHEREAS, the Boundary and Project Plan Amendment for TIF District #4 contains provision for
development incentives whereby the City would determine the feasibility of offering financial
incentives to projects on a case by case basis; and

WHEREAS, the City has received a request for financial participation in an research facility that will
serve as the headquarters of Promega Corporation (Facility), and the total cost of the Facility shall be
approximately $42,000,000; and

WHEREAS, the City desires to participate in this project as specified in the developer agreement
attached.

NOW, THEREFORE, BE IT HEREBY RESOLVED, by the Fitchburg Common Council that it
hereby approves the development agreement attached.

BE IT FURTHER RESPOVED, that the Mayor and Clerk are hereby directed to sign the
agreement and other necessary paperwork as required.


Adopted this ________ day of _______________, 2011.

                                               Approved:       _____________________________
                                                               Jay Allen, Mayor

                                               Attest:         _____________________________
                                                               Linda Cory, City Clerk
City of Fitchburg
Committee of Commission Referral
Direct Referral Initiated by:
Direct Referral Approved by:

Date Referred: December 14, 2010                         Ordinance Number:
Date to Report January 11, 2011                          Resolution Number: R-120-10
Sponsored by: Mayor Allen                                Drafted by: Admin

TITLE:            Approving Memorandum Agreement between Fitchburg Pines
                  Apartments, LLC, Fairways Apartments, LLC, and City of
                  Fitchburg

Background: The City has been working with the owners of the Fairways and Pines
Apartments to address upgrades to various buildings related to fire safety. The Memorandum
Agreement is being recommended as a reasonable solution and timeframe for addressing these
issues.


    Order                   Referred To           Staff Contact    Place on Agenda   Action Taken
                                                                          For         On Referral

      1        Public Safety & Human Services     Cory            January 11, 2011
      2
      3
      4


Amendments:




F:\DEPTMNTS\COUNCIL\Referrals\2010\R-120-10.doc
                               Memorandum Agreement


         This Agreement is made by and between Fitchburg Pines Apartments, LLC and

Fairways Apartments, LLC, (“      )
                            Owner” and City of Fitchburg, (“     )
                                                            City” as of the _____ day

of December, 2010, regarding buildings at both the Pines Apartments and the Fairways

Apartments, and provides as follows:


   (1)     Owner shall execute and complete the following work by June 1, 2011, for each of
           the identified buildings which are occupied.

              Building No.   Work Description
                    2        Add smoke walls by 6/1/2011
                    3        Add smoke walls by 6/1/2011
                    5        Add smoke walls by 6/1/2011
                   16        Fire Alarm upgrade (if required) and smoke walls by 6/1/2011
                   13        Fire Alarm upgrade and smoke walls by 6/1/2011
                   23        Fire Alarm upgrade and smoke walls by 6/1/2011
                   21        Fire Alarm upgrade and smoke walls by 6/1/2011
                   14        Fire Alarm upgrade and smoke walls by 6/1/2011


   (2)     Owner shall execute and complete the following work by December 31, 2011, for
           each of the identified buildings which are occupied.

              Building No.   Work Description
                   22        Fire Alarm upgrade by 12/31/2011
                   20        Fire Alarm upgrade by 12/31/2011
                   17        Fire Alarm upgrade by 12/31/2011
                   19        Fire Alarm upgrade by 12/31/2011
                   18        Fire Alarm upgrade by 12/31/2011
(3)   Owner shall execute and complete the following work by December 31, 2012, for
      each of the identified buildings which are occupied.

         Building No.    Work Description
             301         Fire Alarm upgrade by 12/31/2012
             302         Fire Alarm upgrade by 12/31/2012
             303         Fire Alarm upgrade by 12/31/2012
             304         Fire Alarm upgrade by 12/31/2012
             305         Fire Alarm upgrade by 12/31/2012


(4)   Owner shall execute and complete the following work by December 31, 2013, for
      each of the identified buildings which are occupied.

         Building No.    Work Description
             309         Fire Alarm upgrade by 12/31/2013
             320         Fire Alarm upgrade by 12/31/2013
             321         Fire Alarm upgrade by 12/31/2013
             325         Fire Alarm upgrade by 12/31/2013
             330         Fire Alarm upgrade by 12/31/2013


(5)   Owner shall initiate in 2015 and provide sprinklering of each of the following
      buildings, by annually completing the work for no less than one of each of the
      identified buildings which are occupied.

              Building      Building        Building   Building
                No.           No.             No.        No.
                 16            22             301           309
                 13            20             302           320
                 23            17             303           321
                 21            19             304           325
                 14            18             305           330

      By July 1, 2014, City shall determine and advise Owner of the sequence of
      buildings to be remediated under this paragraph, after consultation with Owner.


                                        2
          (6)            s
                   City’ Assessor will take the content of this Agreement into consideration in
                   determining the assessments of all of the buildings to which this Agreement
                   relates, in setting annual property tax assessments, commencing in 2011.

          (7)      This Agreement may be amended by the parties, at any time, by mutually executed
                   amendment agreements.




OWNER:

FITCHBURG PINES APARTMENTS, LLC                           FAIRWAY APARTMENTS, LLC

By:       Pines Management, LLC,                          By:    Fairways Management, LLC,
          Its Manager                                            Its Managing Member

          By:      E.J. Plesko & Associates, Inc.,               By:   E.J. Plesko & Associates, Inc.,
                   Its Manager                                         Its Manager


          By:                                                    By:
                     E.J. Plesko, President                              E.J. Plesko, President




CITY:

CITY OF FITCHBURG



By:




      025851-0001\7928258.1




                                                     3
Mayor Allen                                                              Roach
Introduced By                                                            Drafted By

Public Safety and Human Services                                         December 14, 2010
Referred to                                                              Date


                                   RESOLUTION       R-120-10

    Approving Memorandum Agreement between Fitchburg Pines Apartments, LLC,
                Fairways Apartments, LLC, and City of Fitchburg

WHEREAS City Ordinance Chapter 3 section 3.18 (4) requires certain upgrades to buildings
upon the sale or transfer of properties; and

WHEREAS Fitchburg Pines Apartments, LLC and Fairways Apartments, LLC (“              )
                                                                               Owner” are the
current owners of the properties formerly referred to as the Ridgewood Country Club
Apartments; and

WHEREAS the Owner and the City have identified certain buildings on the property that are in
need of fire safety improvements.

THEREFORE BE IT RESOLVED by the Common Council of the City of Fitchburg, that the
Memorandum Agreement attached is approved.

BE IT FURTHER RESOLVED THAT the Mayor and City Clerk are hereby authorized to sign the
necessary documents.

Adopted by the Common Council of the City of Fitchburg, Wisconsin on this __ day of
___________, 2011


                                          Approved by:________________________________
                                                                        Jay Allen, Mayor


                                           Attested by:_________________________________
                                                                      Linda Cory, City Clerk
City of Fitchburg
Committee or Commission Referral
Direct Referral Initiated by:
Direct Referral Approved by:

Date Referred: December 14, 2010                    Ordinance Number:
Date to Report Back: January 11, 2011               Resolution Number:
Sponsored by: Mayor                                 Drafted by: Planning / Zoning

TITLE: Rezone/Conditional Use Permit request RZ/CU-1883-10 by David Nelson
of Ruedebusch Development, Agent for NVC IV LLC, to rezone Lot 3 CSM 12188
from PD (Planned Development) District to I-S (Specialized Industrial) District and
a portion of Outlot 7, 1st addition to Fitchburg Technology Campus, from A-X
(Exclusive Agriculture) District to I-S (Specialized Industrial) District and a
conditional use permit to allow for agricultural use on these properties.

Background: Applicant is requesting approval to rezone property to I-S (Specialized
Industrial) to allow for multi-tenant buildings for office, research, light industrial uses.
Concurrent with the rezoning the applicant has submitted a conditional use permit to
allow for agricultural use in the event that the proposed multi-tenant building is not
approved or built within the necessary timeframe. Agriculture is a conditional use in the
I-S district. Applicant has submitted an ADR application for a one-story building
concurrent with these applications.



   Order              Referred To            Staff Contact    Place on Agenda    Action Taken
                                                                     For          On Referral
     1      Plan Commission                 Hovel/Sloper     December 21, 2010
     2

Amendments:
City of Fitchburg
Committee or Commission Referral
Direct Referral Initiated by:
Direct Referral Approved by:

Date Referred: November 23, 2010       Ordinance Number:
Date to Report Back: December 14, 2010 Resolution Number: R-117-10
Sponsored by: Mayor                    Drafted by: S Sloper

TITLE:        A RESOLUTION APPROVING DEMOLITION PERMIT FOR
              GARAGE ASSOCIATED WITH 3610 BRECKENRIDGE
              COURT

Background:      Demolition Permit request for garage at 3610 Breckenridge Ct.

Applicant is requesting approval of a demolition permit to demolish the existing six-car garage
located at 3610 Breckenridge Court. Applicant received ADR approval for two new garages on
the site in July 2009. The ADR plans noted removal of the existing garage but applicant has now
formally submitted a demolition permit for removal of the existing garage.

                                                                                  No
Ordinance 2009-O-23, adopted by the Council on September 8, 2009, states that “ permit or
renewal of a permit for the demolition of any building or structure shall be issued without the
approval of both the Plan Commission and Common Council. The application for demolition
permit shall include a rational for removal of the building along with a detailed plan for the
future use of the property on which the building structure is located.”



   Order             Referred To           Staff Contact     Place on Agenda     Action Taken
                                                                    For           On Referral
     1      Plan Commission              Hovel             December 7, 2010      Approved

Amendments:
Plan Commission                                                       Planning
  Initiated by                                                        Drafted by

                                                                 November 23, 2010
                                                                       Date

                         RESOLUTION R-117-10
        A RESOLUTION APPROVING DEMOLITION PERMIT FOR GARAGE
              ASSOCIATED WITH 3610 BRECKENRIDGE COURT.

           WHEREAS, Jane Singer of Fiduciary Real Estate, agent for Sierra West
     LLC has submitted a demolition permit for the 6 car garage associated with 3610
     Breckenridge Court; and

           WHEREAS, the Plan Commission has reviewed and recommended
     approval, with a condition, of submitted demolition permit; and

            NOW, THEREFORE, BE IT HEREBY RESOLVED that the Common
     Council of the City of Fitchburg herewith approves the submitted demolition
     permit for the garage at 3610 Breckenridge Court subject to the following
     conditions:

     1. No other permit or approval is waived or deemed satisfied except for the
        demolition permit approval provided herein.

            Adopted by the City Council of the City of Fitchburg this___day
     of _______, 2010.

                                                 _____________________
                                                 Linda Cory, City Clerk


   Approved:__________                           ______________________
                                                Jay Allen, Mayor
City of Fitchburg
Committee or Commission Referral
Direct Referral Initiated by:
Direct Referral Approved by:

Date Referred: November 23, 2010       Ordinance Number:
Date to Report Back: December 14, 2010 Resolution Number: R-115-10
Sponsored by: Mayor                    Drafted by: Public Works

TITLE:               Approving Release of a Storm Sewer Easement and Acceptance
                     of a New Storm Sewer Easement in the Fitchburg Commerce
                     Park

Background: The owner of the Pike Technologies building at 6125 Cottonwood Drive is in the
process of planning for expansion of its building to the east over an existing storm sewer
easement on Lot 9 of the Fitchburg Commerce Park Plat and Lot 3, Certified Survey Map No.
6567. The owner has requested that the City release this existing easement and has agreed to
dedicate a new storm sewer easement for routing a storm sewer to the west side of the building.
The documents describing the easement to be released and the new easement to be dedicated are
included in the packet. Public Works staff has reviewed the documents and are supportive of the
exchange of easements, contingent upon receiving a signed Waiver of Assessment for Storm
Sewer Installation on Lots 9 and Outlot 1 of the Fitchburg Commerce Park Plat.


    Order                     Referred To                  Staff Contact    Place on Agenda   Action Taken
                                                                                   For         On Referral
       1        Plan Commission                            Hovel           December 7, 2010   Approved
       2
       3
       4

Amendments:




F:\DEPTMNTS\COUNCIL\Referrals\2010\referral R-115-10.doc
Jay Allen, Mayor                                                               Public Works
Introduced by                                                                  Prepared by


Plan Commission                                                                November 23, 2010
Referred to                                                                    Date

                                           RESOLUTION R-115-10

APPROVING RELEASE OF A STORM SEWER EASEMENT AND ACCEPTANCE OF A NEW
       STORM SEWER EASEMENT IN THE FITCHBURG COMMERCE PARK

        WHEREAS, The owner of the Pike Technologies building at 6125 Cottonwood Drive is
in the process of planning for expansion of its building to the east over an existing storm sewer
easement on Lot 9 of the Fitchburg Commerce Park Plat and Lot 3, Certified Survey Map No. 6567; and
       WHEREAS, The owner has requested that the City release this existing easement and has
agreed to dedicate a new storm sewer easement for routing a storm sewer to the west side of the
building; and
      WHEREAS, The documents describing the easement to be released and the new
easement to be dedicated have been prepared; and
      WHEREAS, The City Engineer has reviewed the documents and is supportive of the
exchange of easements, contingent on the owner of the Pike Technologies building signing a
Waiver of Assessment for Storm Sewer Installation on Lots 9 and Outlot 1 of the Fitchburg
Commerce Park Plat; and
        WHEREAS, a representative of the owner of the Pike Technologies building has
indicated that the owner will sign a Waiver of Assessment for Storm Sewer Installation for
Storm Sewer Installation on Lots 9 and Outlot 1 of the Fitchburg Commerce Park Plat.
         NOW, THEREFORE, BE IT HEREBY RESOLVED, by the Common Council of the City of
Fitchburg that it approves the Release of Public Easement for Storm Water Purposes on Lot 9 and Outlot
1 of the Fitchburg Commerce Park Plat and Lot 3, Certified Survey Map No. 6567 and approves the new
Public Easement for Stormwater Purposes on Lot 9 and Outlot 1 of the Fitchburg Commerce Plat.
      BE IT FURTHER RESOLVED, that it authorizes the City Clerk and Mayor to sign the necessary
documents for the recording of the aforementioned easements after the City Engineer receives a signed
Waiver of Assessment for Storm Sewer Installation.

Adopted this ___ day of _____________ , 2010.



Approved:

                 Jay Allen, Mayor




                 Linda J. Cory, City Clerk
C:\Documents and Settings\LCory\Desktop\R-115-10.doc
City of Fitchburg
Committee or Commission Referral
Direct Referral Initiated by:
Direct Referral Approved by:

Date Referred: October 26, 2010        Ordinance Number:
Date to Report Back: December 14, 2010 Resolution Number: R-103-10
Sponsored by: Mayor                    Drafted by: Public Works

TITLE:             AUTHORIZING ACCEPTANCE OF THE MCGAW PARK
                   SHELTER BIDS


Background: See attached memo.

    Order                     Referred To                  Staff Contact     Place on Agenda   Action Taken
                                                                                    For         On Referral
       1        Board of Public Works                      Woodard         November 1, 2010    Approved
       2        Parks Commission                           Endl            November 4, 2010    Approved
       3        Finance                                    Roach           November 9, 2010    Denied
       4        Parks Commission (re-referred)             Endl            December 2, 2010    Approved
       5        Finance                                    Roach           December 14, 2010

Amendments:

See attached memo.




F:\DEPTMNTS\COUNCIL\Referrals\2010\referral R-103-10.doc
                                                                          MEMO
                                                              CITY OF FITCHBURG
                                                         DEPARTMENT OF PUBLIC WORKS
                                                                       5520 LACY ROAD
                                                                    FITCHBURG, WI 53711
                                                                    PHONE: (608)270-4260
                                                                     FAX: (608)270-4275

TO:                Board of Public Works, Parks Commission, and Finance Committee
FROM:              Paul Q. Woodard, P.E. Director of Public Works
DATE:              October 21, 2010
SUBJECT:           Recommendation of Award, McGaw Park Shelter

Attached is the bid tabulation for the McGaw Park Shelter. The Public Works
Department followed a number of procedures to ensure that all area contractors that do
this type of work were informed of this project. The project was advertised by legal
notice in the Wisconsin State Journal and posted on www.demandstar.com. Demand
Star notifies suppliers statewide who are registered on their system. The City adds
“Supplemental”Suppliers, which are local suppliers who perform this type of work in this
area. On October 21, 2010, at 9:00 a.m., the bid opening was held and nine (9) bids
were received for the McGaw Park Shelter. The low bidder was Stevens Construction
Corporation with a total base bid plus Alternate No. 2 of $367,795.00. Stevens
                                                                  s
Construction Corporations bid was 3% lower than Dimension IV’ estimate.

The project consists of the removing and replacing the existing park shelter with a
3,100 s.f. rectangular shelter with concession, storage and open shelter areas as well
as bathrooms in McGaw Park. This project is in the capital improvements plan and the
Parks Department has funds available for this project.

Stevens Construction Corporation is a local builder that has been in business for many
years. Though they have not worked for the Parks Department in the past, they have
worked with a number of other municipalities in the area.

      s
Staff’ recommendation is to award the base bid plus Alternate No. 2 (wood ceilings in
the bathrooms and kitchen) for the McGaw Park Shelter project, in the amount of
$367,795.00, to Stevens Construction Corporation. Staff is not recommending approval
of Alternate No. 1 for installation of wood trusses in lieu of glu-lam beams in the open
shelter at this time. Other framing options will be reviewed with Stevens Construction
Corporation to reduce the cost of this item after award of the contract.




F:\DEPTMNTS\COUNCIL\RESOLUTI\2010 Resolutions\R-103-10 Recommendation Memo.doc             Page 1 of 1
Date:          October 21, 2010
Time:          9 a.m.


                                                                                                                 City of Fitchburg
                                                                                                                McGaw Park Shelter

                                                   Dimension IV           Advanced            Fischl             Joe Daniels      Kenneth F.        Krupp General       KSW              Miron           Stevens        Tri-North
                                                     Estimate              Building        Construction          Construction     Sullivan Co.       Contractors,    Construction     Construction     Construction     Builders
                    Bidder                                               Corporation          Corp.                  Co.                                LLC          Corporation        Co., Inc.         Corp.

Base Bid

                                                       $381,000.00        $372,416.00         $398,400.00         $497,000.00        $389,854.00      $377,504.00     $364,283.00      $391,500.00      $366,995.00     $428,800.00
Alt. No. A-1            Wood Trusses @ Open
                                      Shelter                              ($18,860.00)         ($5,000.00)         ($8,302.00)      ($12,588.00)      ($7,934.00)     ($10,808.00)      ($7,570.00)     ($17,000.00)   ($16,000.00)
Alt. No. B-2                   Wood Ceilings
                                                                             $1,500.00           $8,000.00         $10,386.00          $3,349.00        $1,995.00        $2,745.00        $3,550.00         $800.00         $800.00
Alt. No. C-3                  Over Excavation
                                                                             $1,000.00*          $2,800.00           $4,500.00         $2,520.00        $2,400.00        $1,890.00        $5,250.00        $2,700.00      $4,000.00
Vol. Alt        Aluminum Wire Mesh @Soffit
                     in lieu of Stainless Steel                                                 ($1,050.00)
Vol. Alt             Glu-lam w/ Envirosafe II
                                  Preservative                                                    ($945.00)
Vol. Alt.             Finish Grade and Seed
                                                                                                                                                                        $7,021.00**
Vol. Alt.                      Building Permit
                                                                                                                                                                      ($3,150.00)**
Vol. Alt.                      Well Equipment
                                                                                                                                                                       $11,708.00
Vol. Alt.        Eliminate 1x2 Nailer @ Soffit
                                          Mesh                                                                                                                                           ($6,660.00)
Vol. Alt.      Eliminate 7/8" HAT Channel @
                        Interior Drywall Ceiling                                                                                                                                         ($2,840.00)
Vol. Alt.          Paint Underside of Trusses
                                 and Sheathing                                                                                                                                          $14,100.00
Vol. Alt.           18" LVLs in lieu of Glulam
                                                                                                                                                                                                          ($1,000.00)
Acknowledge Add. 1, 2, & 3
                                                                              Yes                Yes                 Yes               Yes              Yes              Yes              Yes              Yes            Yes
Bid Bond Attached
                                                                              Yes                Yes                 Yes               Yes              Yes              Yes              Yes              Yes            Yes
* Price shown for unit cost, no total price included in bid.
**Voluntary alternate should have been included in base bid and was added to base bid for comparison of bids.
Jay Allen, Mayor                                                                   Public Works
Introduced By                                                                      Drafted By


Board of Public Works, Finance, and Parks Commission                               October 26, 2010
Committee                                                                          Date

                                            RESOLUTION R-103-10

                                  AUTHORIZING ACCEPTANCE OF THE
                                     McGAW PARK SHELTER BIDS

       WHEREAS, the 2007 and 2010 Parks Capital budget has funding available for the replacement of
the McGaw Park Shelter; and

         WHEREAS, the Parks Commission held public meetings on the design of the replacement structure;
and

        WHEREAS, the Public Works Department, working with Dimension IV, prepared construction
plans/specifications and obtained competitive bids; and

        WHEREAS, bids received for the project on August 11, 2010, were rejected through resolution R-
                                                         s
73-10 as they were significantly higher than Dimension IV’ estimate; and

         WHEREAS, the project was redesigned by Dimension IV to bring the project reduce the cost of the
project and rebid; and

        WHEREAS, the project was advertised by legal notice in the Wisconsin State Journal on
October 7, 2010 and October 14, 2010 and posted on www.demandstar.com; and

          WHEREAS, on October 21, 2010, at 9a.m., nine (9) sealed bids received were publicly opened with
results listed on the attached bid tab; and

                                                             s
             WHEREAS, Stevens Construction Corporation’ low bid of $367,795.00, which includes the
Lump Sum Base Bid plus Alternate No. 2, was found to be in compliance with the bid specifications.

      NOW, THEREFORE, BE IT HEREBY RESOLVED, by the Common Council of the City of Fitchburg,
Dane County, Wisconsin, that it approves the award of the McGaw Park Shelter project to Stevens Construction
Corporation in the amount of $367,795.00.

       BE IT FURTHER RESOLVED, that the Fitchburg Common Council authorizes the City Clerk and Mayor
to sign the contract documents with Stevens Construction Corporation for the McGaw Park Shelter Project.

         Adopted by the Common Council of the City of Fitchburg this 9th day of November, 2010.



         Approved By:      ____________________________________
                                  Jay Allen, Mayor

         Approved By:      ___________________________________
                                  Linda J. Cory, City Clerk


F:\DEPTMNTS\COUNCIL\RESOLUTI\2010 Resolutions\R-103-10.doc
City of Fitchburg
Committee or Commission Referral
Direct Referral Initiated by:
Direct Referral Approved by:

Date Referred: October 26, 2010        Ordinance Number:
Date to Report Back: November 23, 2010 Resolution Number: R-100-10
Sponsored by: Mayor                    Drafted by: Scott Endl, Jill
                                                                   McHone, Chad Sigl

TITLE:               Approving Community Center Use Policy
Background:

Background: Anticipating a shift in what the community’ recreational and human service needs may be in the
                                                          s
future based upon population growth, a changing community profile, and other factors, the City of Fitchburg
determined that there was a need to assess and evaluate the current state of recreational and senior services support
for the citizens of the community. A Program Needs Study was commissioned by the City of Fitchburg intended to
include an analysis of community interest and desire, demographics and trends data, and a review of the current
programs and services provided through the Recreation Division of the Parks, Recreation and Forestry Department,
as well as those services provided through the Senior Center.

As a result of this study 26 Goals were identified with Goal # 1 being: Develop a priority use schedule for the
Community Center. This goal, along with our Community Center renovation project currently underway,
prompted staff to review the current Community Center Use Policy. Please find the updated policy enclosed.




    Order                     Referred To                  Staff Contact    Place on Agenda         Action Taken
                                                                                   For               On Referral
       1        Parks Commission                           Endl            November 4, 2010        Approved
       2        Commission of Aging                        McHone          December 7, 2010        Approved as
                                                                                                   Amended
       3        Finance Committee                          Roach           December 14, 2010
       4        Public Safety & Human Services             Cory            December 14, 2010
                Committee

Amendments:


F:\DEPTMNTS\COUNCIL\Referrals\2010\referral R-100-10.doc
                                                   CITY OF FITCHBURG
                                                                  Parks, Recreation & Forestry




Memo
To: Finance Committee
    Public Safety & Human Services Committee
    Common Council
From: Endl – PRF
Ref: Resolution R-100-10: Community Center Use Policy
Date: December 14, 2010
Find below a summary of proposed changes to the Community Center Use Policy:
       Creation of a priority use schedule as listed below:
               1. Senior Center and Recreation Program uses
               2. City Staff and Department uses
               3. Neighborhood Association uses
               4. Non – profit group uses
               5. Public/Private uses
       Priority 3, 4, and 5 users may not reserve more than 90 days in advance (previous
       policy: all users were able to reserve up to a year in advance).
       Community Center will be closed at 10:00 PM daily (previous policy: facility
       closed at 11:00 pm on Friday and Saturday).
       Community Center will be closed on Sunday (previous policy: Community
       Center was open on Sunday from 9:00AM to 6:00PM).
       Keys for weekend uses will not be issued – Community Center attendants will
       greet customers to let them in and secure doors at the conclusion of the rental
       (previous policy: customers received keys for access/securing the building).
       Customer will pay room/key deposit twice the amount of all rooms rented
       (previous policy: customer paid deposit equal to the amount of largest room
       rented).
       Security deposits for alcohol use will be increased to allow for more security
       personal as anticipated guest numbers increase and length of time in which the
       rental lasts: $100 - $400 range (pervious policy: flat rate of $100 for groups
       larger than 80).
       Building attendant and/or contracted cleaners will clean and take down tables and
       chairs (previous policy: customers where to clean and take down tables and
       chairs).
I hope this information is helpful.
Thank you for your consideration.
       Fitchburg Community
              Center
                           5510 Lacy Rd.




        Policies & Procedures
                               For Reservations:
                  Fitchburg Recreation Office 608-270-4285
                      Email: recinfo@city.fitchburg.wi.us
Revised 10/2010
TABLE OF CONTENTS
                                                                                                                Page

I. POLICY STATEMENT................................................................... 4
II. USERS ..................................................................................................... 4
                     A.          Priority of users                                   4
                     B.          Uses Generally Permitted… … … … … … … … … … … .. 4
                     C.          Limited Activities… … … … … … … … … … … … … … .. 4
                                 1. Sales and Solicitations… … … … … … … … … … … ... 4
                                 2..2. Fundraising… … … … … … … … … … … … … … … … 5

III. DESCRIPTION OF FACILITY AND
     APPROPRIATE USES OF VARIOUS ROOMS ............ 5
          Upper Level ........................................................................................... 5
          Greenfield Room. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
          Fitchburg Room ..................................................................................... 5
          Oak Hall Meeting Room … … … … … … … … … … … … … … … … … … 5

          Lower Level … … … … … … … … … … … … … … … … … … … … … … ..                                             6
          Stoner Prairie Dining Room … … … … … … … … … … … … … … … … ..                                          6
          Swan Creek Craft Room … … … … … … … … … … … … … … … … … …                                              6
          Maple Corners Room … … … … … … … … … … … … … … … … … … … .                                             6
          Syene Social Room … … … … … … … … … … … … … … … … … … … …                                              6

  IV. USER ELIGIBILITY AND DESIGNATIONS ................ 6

  V.      SCHEDULING POLICY .......................................................... 7
          A. Reservations ...................................................................................... 7
          B. Cancellations ..................................................................................... 7

  VI. FEES ................................................................................................... 7
           Damage or Extra Clean-up ..................................................................... 8
           Key Deposit … … … … ... … … … … … … … … … … … … … … … … … … .8
           Reservations and fees.............................................................................. 8
           Charges for Services Beyond Normal Use… … … … … … … … … … … .. 8
           Fee Table … … … … … … … … … … … … … … … … … … … … … … … … .9




                                                                                                                       -2-
VII. GENERAL RULES AND REGULATIONS … … … … … … 10
A. Curfew .......................................................................................................... 10
B. Noise … … … … … … … … … … … … … … … … … … … … … … … … … … 10
C. Smoking Policy … … … … … … … … … … … … … … … … … … … … … … . 10
D. Storage Policy … … … … … … … … … … … … … … … … … … … … … … ... 10
E. Kitchen Use … … … … … … … … … … … … … … … … … … … … … … … . 10
F. Candles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
G. Clean-up Policies … … … … … … … … … … … … … … … … … … … … … … 11
H. Recycling & Trash Pick-Up. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
I. Decorations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       11
J. Security … … … … … … … … … … … … … … … … … … … … … … … … … … 11
K. Alcohol Consumption … … … … … … … … … … … … … … … … … … … … 11
L. Determination of Classification … … … … … … … … … … … … … … … … . 11,12
M. Revocation of Permit for Use … … … … … … … … … … … … … … … … … 12

VIII. REVIEW AND AMENDMENT PROCEDURES … … ...12

  IX. EQUIPMENT… … … … … … … … … … … … … … … … … … … … ... 12

  X.       RESOLUTION-ADOPTING & APPROVING. . . . . . . 13




                                                                                                                          -3-
I.      POLICY STATEMENT
The Fitchburg Community Center is a building designed to provide facilities for
governmental meetings, civic meetings and social events. The following policies and
regulations have been established to assure fair usage and maximum enjoyment. Your
observance of these policies and regulations is greatly appreciated.

II.      USERS

Groups or individuals using the Fitchburg Community Center will be required to comply
with rules and policies governing same. Failure to comply could subject the group or
individual to the loss of use privileges.

The Priority of users will be as follows:

      H The priority of users will be as follows:

                 1.   Senior CitizenSenior Center and Recreation Program uses
                 2.   City Staff and Department uses
                 3.   City of Fitchburg Neighborhood Group uses
                 4.   City of Fitchburg Non –profit group uses
                 5.   Public/Private uses

      H Priority users 3, 4, and 5 may not reserve more than 90 days in advance.

A.       Uses Generally Permitted
         Meetings, parties, receptions, dances, social or cultural activities, and certain
         fundraising activities . Certain uses identified below may be allowed, following the
         approval of Parks and Recreation Commission and approval of the City
         Council.
B.       Limited Activities
         The following activities shall require the approval of the Parks and Recreation Commission. The
         following factors are to be considered when determining approval of the special activity.
1.       Sales and Solicitations
         Sales and solicitations are gatherings for the purpose of advertising, sales,
         solicitations, or display of articles for sale. (This shall not apply to sales
         meetings conducted by private organizations for their own dealers or
         personnel.)
         Commercial uses of the Fitchburg Community Center are low priority uses of
         city resources and will only be permitted when there is no competing request
         for use of the Center.
         Prior to any retail or wholesale sales, the vendor must show to the City proof
         of permits and licenses required by the City of Fitchburg, State of Wisconsin
         and the United States government, including sales tax permits and employer
         identification numbers.

         The City may require the vendor to provide evidence that the vendor is or has
         appointed a registered agent for service of process in Wisconsin.

                                                                                                           -4-
      The City may require the vendor to give notice to all purchasers that the City
      of Fitchburg in no way warrants or guarantees any product or service being
      offered for sale at the Fitchburg Community Center.

       Sales or solicitations do not include incidental sales at a meeting or gathering
       otherwise authorized in the rules and policies for the Fitchburg Community
       Center. Sales and solicitations also do not include fundraising activities
       conducted by Sanctioned Fitchburg Non-Profit Groups or other similar organizations.

2.     Fundraising
       Fundraisers are only permitted on behalf of Fitchburg Non-Profit Groups or benevolent,
       philanthropic, patriotic, charitable organizations, or for political candidates.

       Every charitable organization intending to conduct a fundraising activity
       must provide the Fitchburg Community Center Director with the following:
       a. Name under which the charitable organization intends to solicit
            contributions.
       b. Names and addresses of officers, directors, trustees and executive
           personnel.
       C. Names and addresses of any professional fundraiser or professional
           solicitors and copies of all contracts or arrangements.
       d. General purpose for which the charitable organization is organized and
           purpose for which the contributions to be solicited will be used.
       e. Period of time during which the solicitation will be made.
       f. Address of organization and any offices in Wisconsin, or any person having
          custody of its financial records.
       g. Where and when organization was established, its tax exempt status and
           the dates when it filed federal tax forms.
       h. Whether organization has ever been banned by any court from soliciting
           contributions or lost its authorization to so solicit contributions.
       i. Board, group or individual having final discretion as to the distribution
          and use of contributions received.
       j. Other information as may be necessary or appropriate in the public
          interest or for the protection of contributions.

III. DESCRIPTION OF FACILITY AND APPROPRIATE USES OF ROOMS

The Fitchburg Community Center is a 20,500 square foot building on two levels consisting
                                                                                       s
of rooms of varying sizes and capacities. Each room is described below as well as itsit’ generally
recommended uses. Hours of operation of the Community Center are Monday through Saturday from 8:00am
until 10:00pm. The Center is closed on Sunday.

Upper Level
Greenfield Room- Small Group Meeting Room
This is a small conference room that is furnished with four tables (each five feet long) and
10 chairs.
Fitchburg Room-Intermediate Meeting Room
This is a carpeted medium size conference room that is furnished with 10 six foot long tables and 50 chairs.
This room can accommodate 30-35 people seated at tables for a meeting. This room is available for rental.

                                                                                                               -5-
Oak Hall Meeting Room-Large Group Room
This multi-purpose room is large enough to accommodate gatherings of 250 persons. This room may be used
for dances, receptions, exercise classes, meetings, etc. The design of the building allows this room to open to
the wide central corridor to provide flexibility in its use. This room can be reserved for private functions.

Lower Level
Stoner Prairie Dining Room
This room can accommodate 100 persons. Weekdays this room is normally reserved for
senior citizensenior center nutrition programs. On week nights and weekends, this room may be reserved
for meetings or for dining in connection with receptions and other events. It is the intent
to leave the tables and chairs in place in order to avoid constant set-up.

Swan Creek Craft Room
This room is designed for approximately 25 persons engaged in art and craft projects,
although its capacity will depend on the actual activity. During weekdays from 8 a.m. to
3:30 p.m. this room will mainly be used for senior citizensenior center activities. This room may be
reserved by City of Fitchburg Staff and City of Fitchburg Neighborhood and Non-Profit Groups when other
rooms are not available during business hours of 8:00am to 3:30pm. This room is available for rental.

Maple Corners Room
This room will be used for computer classes for senior citizens during the day and adults and children in the
evening. This room is not for rental.

Syene Social Room
This room can accommodate at least 15 persons and is reserved solely for senior citizens
and is not available for rental.



IV. USER ELIGIBILITY AND DESIGNATIONS
The Fitchburg Community Center is made available to groups, organizations, and private
individuals. It is necessary to recognize, however, that the actual use is determined by the
user requirements, availability of space and time of use.

It is further recognized that in order to limit public subsidy of the building, it is necessary to make the building
available for market rental during peak usage periods (Friday and Saturday) and that in most cases, such market
rate rental will have precedence in scheduling for Friday and Saturday. City of Fitchburg Neighborhood Groups
and City of Fitchburg Non Profit Groups will be allowed use of the facility during the week when space is
                                s
available per priority of user’ policy.




                                                                                                                -6-
V.    SCHEDULING POLICY

      A.     Reservations
             Proper notification is required for any group using the Fitchburg Community Center.
             You may hold your date for 5 working days by calling the Fitchburg Community Center, 270-
             4285, Monday through Friday, 7:30am-4:00pm. Reservations must be made in person. After
             5 business days, the reservation date will be canceled unless the contract has been signed and the
             appropriate room fees paid. Reservations for Friday and Saturday weekend use must be made 2
             weeks in advance. A copy of a photo ID is required when the contract is signed. A contact person
             must check-in with the building attendant at the beginning of the event and also at the end of the
             event. If alcohol is to be served additional forms and fees will be required.

       B.   Cancellations
            If a cancellation occurs for any reason, the City shall return all fees paid, less
            20% to cover the cost of administration. The only exception to this policy will
            be if a cancellation occurs within one month of the reservation date, which
            shall cause the entire amount of all fees paid for the use of the Community
            Center to become forfeit, unless the reserved space is rented to another
            individual or group for the same time period. Cancellation notice must be in writing.
            It must be dated and signed by the responsible party who signed the contract.

VI.   FEES
      Fees are charged in order to off-set ongoing maintenance costs and minimize
      public subsidy for this building. Please refer to Fitchburg Community Center Rental Fees schedule
      included in this policy.

      Damage or Extra Clean-Up
      If the Community Center Director determines that damage has occurred to the
      facility or that there is a need for extraordinary clean-up measures, the cost of these damages will be
      deducted from the security room deposit paid. If charges are more than the room security deposit
      received, the user will be billed the additional charges.

      Key Deposit
      Weekday users of the Fitchburg Community Center will be required to sign the room and key deposit
      form. This deposit may be paid by check or credit card if received at least 10 days before the event.
      After that time, cash only will be accepted for the deposit. The room and key deposit will be refunded
      within 10 working days after the event if the key has been returned to the Community Center staff or left
      in the drop box at City Hall immediately after the event and if the building has been left in good
      condition, not requiring extra clean- up. Extra clean-up will be charged to the user and be deducted
      from the room and key deposit fee. If charges are more than the deposit received, the user will be billed
      the additional charges.

      Room/Key Security Deposit
      Priority 5 weekday and weekend users of the Community Center will need to pay a room/key security
      deposit twice the cost of all rooms rented. This deposit may be paid by check or credit card if received
      at least 10 days before the event. After that time, cash only will be accepted for the deposit. The
      room/key deposit will be refunded within 10 working days after the event if the building has been left in
      good condition, not requiring extra clean- up or repair. And the key has been returned to the Community
      Center staff or left in the drop box located at City Hall Extra clean-up and repair will be charged to the
                                                                                                            -7-
user and be deducted from the room security deposit fee. If charges are more than the room security
deposit received, the user will be billed the additional charges.


Reservations and Fees

 1. Weekend Usage for Residents and Non-Residents: To qualify for Fitchburg Resident fees you or a
    member of your immediate family must be a Fitchburg Resident. For a company to qualify for
    Fitchburg resident rates, that company must be located in the City of Fitchburg. Rental of the rooms
    shall occur according to the fee schedule.

2. Security Personnel Fees: Required when alcohol is being served. See included fee schedule for this fee
information.

3. Falsification of any and all information in this contract may lead to immediate closure of event and loss
   of all fees, including security deposit.

4. Building must be vacated by 10:00 pm Monday through Saturday. and is CLOSED ON SUNDAYS.

5. Decorating schedules shall be worked out with the Community Center Director and will be subject to
   room availability and any other scheduled room use.

6. It is the intent to prohibit possible conflicts by limiting use of smaller rooms on the same level and
   during the same time when rental of one or both of the major rooms occur.

7. Room rental fees for the use of the Community Center shall be paid when the contract is signed. A
   Room/key deposit twice the fee for all rooms rented is required. This deposit
   may be paid by check if received at least 10 working days before the event. After that time, cash only
   will be accepted for the deposit. The room deposit will be refunded within 10 working days
   after the event if the building has been left in good condition, not requiring extra
   clean-up and the key has been returned to Community Center staff or left in the drop box located at City
      Hall. Extra clean-up will be charged to the users and be deducted from the room/ and key deposit
   fee. If charges are more than the deposit on file, the user will be billed the additional charges. Failure to
   provide City with the required fees shall result in automatic cancellation of the booking. Checks should
   be made out to the City of Fitchburg and either mailed or delivered to: Fitchburg City Hall, Att:
   Fitchburg Community Center 5520 Lacy Rd. Fitchburg, WI 53711. Fees covered under these policies
   are subject to change. Those fees quoted to prospective users at the time of reservation will be honored.

      Charges for Services beyond Normal Fees
      Additional deposits may be charged if the group or individual utilizing the facility have previously
      left the facility in a manner requiring other than customary clean-up. Any repair or damages to the
      facility will be charged to the lessee. Failure to pay will result in legal action.

      In general, any group or individual bringing in outside equipment or furnishings shall be responsible
      for setting up and removing same. If the accessory items require assistance, extra time or expertise of
      the Community Center Director or staff, the group or individual will be charged above and beyond the
      basic rental charges at a rate of 1 1/2 times the hourly rate of affected employees.

      Any expenses resulting from the issuance of a Class B Picnic Beer License, or the rules and
      regulations governing same, will be charged to the lessee, unless the event will benefit the community
      and such charges have been waived by the Common Council.

                                                                                                            -8-
                   Any lessee whose activities or events require unusual space demands, ongoing time blocks or other
                   special considerations shall be, at the request of the Community Center Director, subject to review by
                   the Parks and Recreation Commission who shall make determinations regarding appropriate
                   additional fees or deposits.
                                            2011 Fitchburg Community Center
                                                    Room Rental Fees
Category                  Weekdays                                 Weekends
                          Monday –Friday Afternoon                 Friday Evening & Saturday. Closed on Sunday
                          8:00 a.m. –10:00 p.m.                    8:00 a.m. –10 p.m.
City of Fitchburg
Neighborhood Groups       No Charge                                No Charge
and City of Fitchburg
Non –Profit Groups
                          Small Room                               Small Rooms
                          $25 –Up to 4 Hours                       $35 –Up to 4 Hours
                          $50 –4 –8 hours                          $70 –4 –8 hours
Fitchburg Residents
Must have a current       Medium Room                              Medium Room
address within the        $40 –Up to 4 Hours                       $50 –Up to 4 Hours
Fitchburg City Limits     $80 –4 –8 Hours                          $100 –4 –8 Hours

                          Large Room                               Large Room
                          $100 –Up to 4 Hours                      $250 –Up to 4 Hours
                          $200 –4 –8 Hours                         $350 –4 –8 Hours

                          Small Room                               Small Room
                          $35 –Up to 4 Hours                       $45 –Up to 4 Hours
                          $70 –4 –8 hours                          $90 –4 –8 hours
Non-Residents
All users outside the     Medium Room                              Medium Room
Fitchburg City Limits     $50 –Up to 4 Hours                       $65 –Up to 4 Hours
                          $100 –4 –8 Hours                         $130 –4 –8 Hours

                          Large Room                               Large Room
                          $165 –Up to 4 Hours                      $350 –Up to 4 Hours
                          $330 –4 –8 Hours                         $550 –4 –8 Hours

                          Security costs alcohol rental            Security costs alcohol rental
                                                                   Up to 4 hours
                          Monday - Thursday, 4:30 –10:00 pm        (50-99 people)      $100.00
Security Costs            rental with alcohol customer will be          200
                                                                   (100– people) $200.00
                          subject to attendant fee of $20.00 per   4 –8 hours
                          hour                                     (50-99 people)      $200.00
                                                                   (100-200 people) $400.00
                                                                   (under 50 people no security cost)

Room/Key Deposit          Twice the price of rooms rented.         Twice the price of rooms rented.




                                                                                                                    -9-
Cleaning Costs                                                    Cleaning costs alcohol or not for large rooms.
                                                                  Up to 4 hours
                                                                  (50-99 people) $50.00
                                                                       200
                                                                  (100– people) $100.00
                                                                  (under 50 no cleaning cost)

                                                                  Cleaning costs alcohol or not
                                                                  4 –8 hours
                                                                  (50-99 people) $100.00
                                                                       200
                                                                  (100– people) $225.00
                                                                  (under 50 people no cleaning cost)




Equipment Fees                                          $10 for use of each piece of equipment below:
                                               Coffee Pot, Overhead Projector, Projector Screen, TV/DVD/VCR
                                                               $50 for use of equipment below:
                                                            LCD Projector System, Music System

                                                       Refer to Section IX for equipment rentals and fees




      i   The Lower Level may be reserved only after 4 pm on weekdays or by prior approval by the Community Center dDirector.
      i   $50 per additional hour for Oak Hall & Dining Room after 8 hours of use
      i   Set-up time for big events on weekends is not charged.
      i   Catering Fee is 10% of Food Bill excluding tax & tip
      i   The Community Center closes at 10 pm Monday –Saturday and is closed on Sundays
      i   The Community Center will be closed on the following Holidays; Thanksgiving Day, Christmas Eve & Christmas Day; New
               s
          Year’ Eve & New Year’ Day s



                 VII.     GENERAL RULES AND REGULATIONS

                   A.    Curfew
                         All events must end by 10:00 pm. Except on Sundays when the building is closed. All
                         guests must vacate the premises at these times. All music must be turned off. Final take
                         down of personal property (decorations, gifts, etc.) and the stage and sound equipment must
                         be done by this 10:00 pm time.

                  B.     Noise
                         Users are subject to Fitchburg Ordinance 14-2 which controls noises disturbing the public.

                  C.      Smoking Policy
                          There is no smoking in the Community Center. Fitchburg ordinance
                          92-0-20; Section 1 14.10 (3)(j)1. Guests that wish to smoke may do so on the balcony or
                          Community Center grounds. All cigarette butts must be disposed of properly. They may not
                          be thrown on the sidewalk/grounds.

                  D.      Kitchen Use
                                                                                                                       - 10 -
     The upstairs kitchen may be used by lessee and caterers. The facility is solely
     a warming kitchen and cannot be used for major meal preparation.

     Private caterers will share in the responsibility for the use of the
     premises. All caterers will be charged 10% of total food bill
     excluding tax and tip.

     Users that need to use the kitchen will be charged a kitchen fee of $55.00.

     The dishwasher unit may be used if the users have been instructed in its operation. All
      dishes and cleaning supplies must be furnished by the users. It is expected that the
      kitchen will be left in the same condition it was in before the scheduled event. Any
     damages or extra cleaning will be billed to the scheduled users.

F.   Candles
     Lighted candles are allowed with proper glass coverings over the candle.
G.   Clean-Up Policies
     Lessee will be responsible for all damages to building, furniture and any extra cleaning.
     If a private caterer uses the facilities, lessee is responsible to see that the caterer follows
     the Community Center's regulations regarding clean up.
     Facilities left in a manner requiring other than customary cleaning will be
     sufficient reason to bill the utilizing individual or group to cover these
     added costs. Failure to pay may result in loss of utilization privileges and
     could result in additional administrative action.
     Lessee will be responsible for mopping up spills (beer, pop, etc.) Lessee will be
     responsible for removal of any tablecloths, wall decorations, and other personal
     equipment.
H.   Recycling and Trash Pick-Up
     Recycling is mandatory in the City of Fitchburg. To facilitate recycling
     efforts, specially marked bins will be made available by the City for collecting glass,
     aluminum, plastic and metal containers. These containers must be clean prior to placing
     in the appropriate recycling bins. Articles not properly recycled will be cause for
     additional fees to be charged. All trash or other disposables shall be placed in garbage
     bags. Plastic bags must be furnished by the lessee.

I.   Decorations
     The use of nails, tape, tacks or the like to fasten decorations or other materials
     to walls, doors or from the ceiling is prohibited. Glitter, rice, bird seed, confetti and the
     like cannot be thrown or used as table top decorations.

J.   Security
     Lessee will be responsible for all fees related to security personnel and equipment when
     alcohol is being served. Fees are due at time of reservation. City of Fitchburg reserves
     the right to do a background check on Lessee and its representatives.

K.   Alcohol Consumption
     The consumption of alcoholic beverages is permitted in the Stoner Prairie Dining Room

                                                                                                - 11 -
                      and the Oak Hall Meeting Room. Alcohol may be permitted in other rooms upon
                      notification and written approval of the Community Center Director.

                       No sales of alcohol are allowed unless a Class B Picnic Beer License has been obtained
        (only non-profit organizations may obtain a Class B Picnic Beer License)..

               L.     Determination of Classification.
                      The Community Center Director shall determine the classification of any group desiring
                      to use the Community Center. The determination of the Community Center director may
                      be appealed to the Park and Recreation Commission. The decision of the Park and
                      Recreation Commission shall be final.

                      The following procedure shall be utilized whenever a specific approval is required for a
                      use or event, or when a waiver is requested.



                      1. A written request explaining the use of event and the requested action shall be
                            submitted to the Community Center Director.
                            a. The Community Center Director shall forward the request to the Park and
                                 Recreation Commission. The Park and Recreation Commission normally meet
                                 the first Thursday of every month and the request must be in at least one week
                                 prior to the meeting.
                            b. The Park and Recreation Commission shall consider the request and make a
                                 determination. The decision may be appealed to the Common Council.

                M. Revocation of Permit for Use.
                    If at any time the Community Center Director or the Fitchburg Police Department
                    determines that any use of the Community Center is contrary to the public health and
                    safety of the City or such use is tending to cause or provoke a disturbance, the
                                                                                         s
                    Community Center Director or Police officer may revoke the City’ permission to occupy
                    the Community Center and such groups or individuals shall upon notice immediately
                    vacate the Center.

VIII.   REVIEW AND AMENDMENT PROCEDURES
        It is recognized that as conditions change, these "Policies and Procedures for Community Center Use"
        will need to be reviewed and possibly amended to reflect those changes or to address omissions which
        have become apparent. At such time, the Parks and Recreation Commission shall review any proposed
        amendment and make a recommendation to the City Council. The City Council shall then make the
        final determination regarding amendments to the document.


IXI. EQUIPMENT RENTAL
        A small charge for rental of equipment at the Community Center is necessary to help defray
        maintenance/replacement costs of these items. Following is a list of equipment that may be rented for
        use at the Community Center and the rental to be charged. A separate check is required if you desire to
        rent the equipment. These prices are effective as of January 1, 2006.
        1. Slide Projector                                    $10.00
        2. Coffee Pot (30 cup or 100 cup)            $57.00, $10.00
                                                                                                         - 12 -
      3. VCR/DVD & TV                                   $10.00
      4. Microphone (corded) & Stand                      $5.00 (would microphones be rented w/out sound
                                                               system usage?)
         Microphone (wireless)                          $25.00
      5. Overhead Projector                             $10.00
      6. LCDBig Screen Projection System (Businesses Only)$50.00
       7. Sound d/Music System w/ Microphone                              $50.00
      7.8. Flip Chart (up to ½ pad)                     $10.00
      8.9. Flip Chart (½ to full pad)                   $15.00




X.    New Resolution will be inserted with referral.

      RESOLUTION R-44-88
      A RESOLUTION ADOPTING AND APPROVING THE
      "FITCHBURG COMMUNITY CENTER POLICIES AND PROCEDURES"
      WHEREAS, the Fitchburg Community Center is a multi-purpose building constructed for
      use by all Fitchburg residents and to serve the needs of the Fitchburg community and general public, and

      WHEREAS, it is necessary to adopt policies and procedures to allow for orderly and fair usage of such a multi-
      purpose facility ,facility, and

      WHEREAS, a Fitchburg Community Center Policies and Procedures has been developed by city staff at the
      request of former Mayor Sieling, and

      WHEREAS, said document has been submitted to the City Council and referred to
      appropriate committees, and

      WHEREAS, the Public Safety and Human Services Committee has reviewed the document and considered input
      from the Commission on Aging, Committee on Aging, Improvements & Services Committee, Fitchburg Access
      Community Television, and city staff and has made the following recommendations

(1)   To support the definition of City of Fitchburg Governmental Bodies as originally proposed by city staff
      in the draft document.
(2)   That donations of money, items or any other thing of substantial value shall
      require Common Council approval by resolution accepting same.
(3)   That any substantial items, or furniture which is to be "permanently" located
      or stored at the Community Center is required to be owned by the City.
(4)   That though substantial items stored in the Community Center must be owned
      by the City, certain items of a delicate, intricate or fragile nature may be
      designated for use by, or under the auspices of, certain groups.
      The need for exclusive use shall be an administrative matter decided by the
      Community Center Director in consultation with the Parks Director, and

                                                                                                                 - 13 -
approved by the Council by way of resolution.




                                                - 14 -
Jay Allen, Mayor                                         Parks & Recreation Department, Senior Center
Introduced by                                                                            Prepared by


Parks Commission, Commission on Aging,
Public Safety & Human Resources Committee,
and Finance Committee.                                                                October 26, 2010
Referred to                                                                                      Date
                                        RESOLUTION R-100-10
                        APPROVING COMMUNITY CENTER USE POLICY
                                                         s
WHEREAS, anticipating a shift in what the community’ recreational and human service needs may be in
the future based upon population growth, a changing community profile, and other factors, the City of
Fitchburg determined that there was a need to assess and evaluate the current state of recreational and
senior services support for the citizens of the community; and

WHEREAS, a Program Needs Study was commissioned by the City of Fitchburg intended to include an
analysis of community interest and desire, demographics and trends data, and a review of the current
programs and services provided through the Recreation Division of the Parks, Recreation and Forestry
Department, as well as those services provided through the Senior Center; and

WHEREAS, a result of this study 26 Goals were identified with Goal # 1 being: Develop a priority use
schedule for the Community Center. This goal along with our Community Center renovation project
currently underway prompted staff to review the current Community Center Use Policy; and

WHEREAS, staff is recommending the following priority users for the Community Center after
November 23, 2010:

    H The priority of users will be as follows:
              1. Senior Citizen and Recreation Program uses
              2. City Staff and Department uses
              3. Neighborhood Association uses
              4. Non –profit group uses
              5. Public/Private uses

WHEREAS, this policy requires additional security for alcohol use; and

WHEREAS, this policy requires additional room deposit charges to cover the cost of facility repairs if
needed; and

WHEREAS, Public Safety & Human Service Committee and the Finance Committee has reviewed the
policy and considered input from the Park Commission and the Commission on Aging

NOW, THEREFORE, BE IT HEREBY RESOLVED, by the Fitchburg Common Council that the above
recommended parameters developed by Senior Center and Recreation Staff be approved; and

BE IT FURTHER RESOLVED, that these parameters be implemented December 15, 2010; and

BE IT FURTHER RESOLVED , that the Policy and Procedures for Reservations revised October 2010,
attached is hereby approved.

Adopted this ______ of December, 2010.
                                                                 ____________________________
                                                                 Linda Cory, City Clerk

Approved:                                                        ____________________________
                                                                 Jay Allen, Mayor
City of Fitchburg
Committee of Commission Referral
Direct Referral Initiated by:
Direct Referral Approved by:

Date Referred: November 23, 2010                         Ordinance Number: 2010-O-18
Date to Report Back: December 14, 2010                   Resolution Number:
Sponsored by: Mayor Jay Allen                              Drafted by: Mayor Jay Allen

TITLE:        MODIFYING CHAPTER 1 TO CHANGE THE COMPOSITION OF THE
              AGRICULTURE AND RURAL AFFAIRS COMMITTEE


Background: The Chair of the Agriculture and Rural Affairs

 Order              Referred To            Staff Contact   Place on Agenda   Action Taken
                                                                  For         On Referral
   1     Agriculture and Rural Affairs   Jason Schmidt     December 7, 2010 Approved w/
                                                                            Amendments
   2     Plan Commission                 Hovel             December 7, 2010 Approved w/
                                                                            Amendments
   3
   4

Amendments:
                                      As Amended by Ag & Rural Affairs


Mayor Jay Allen                                                             Mayor Jay Allen
Introduced By                                                                   Drafted By

Agriculture and Rural Affairs                                            November 23, 2010
Referred to                                                                           Date


                                ORDINANCE NO. 2010-O-18

        MODIFYING CHAPTER 1 TO CHANGE THE COMPOSITION OF THE
              AGRICULTURE AND RURAL AFFAIRS COMMITTEE

      The Common Council of the City of Fitchburg, Dane County, Wisconsin
hereby ordains as follows:

      SECTION 1: Section 1.32       AGRICULTURE                AND       RURAL    AFFAIRS
      COMMITTEE shall be modified as follows:

         (2) Membership.
             The Committee shall have seven members: One Alderperson from District
             4 or whichever district contains the most rural residents, one Plan
             Commission member from District 4 or whichever district contains the
             most rural residents, three two Fitchburg farmers, one non-farm rural
             resident who resides outside the Urban Service Area, one resident who
             resides within the Urban Service Area and one two Fitchburg residents at
             large.


      SECTION 2: This ordinance shall take effect the day after its publication.


Adopted this 14th day of December, 2010.



                                                     _____________________________
                                                                     Jay Allen, Mayor



                                                    ______________________________
Attested:_________________                                       Linda Cory, City Clerk


Published: _______________
Mayor Jay Allen                                                         Mayor Jay Allen
Introduced By                                                               Drafted By

Agriculture and Rural Affairs                                       November 23, 2010
Referred to                                                                      Date

Blue-line changes: Plan Commission Amendments

                                ORDINANCE NO. 2010-O-18

        MODIFYING CHAPTER 1 TO CHANGE THE COMPOSITION OF THE
              AGRICULTURE AND RURAL AFFAIRS COMMITTEE

      The Common Council of the City of Fitchburg, Dane County, Wisconsin
hereby ordains as follows:

      SECTION 1: Section 1.32       AGRICULTURE             AND     RURAL     AFFAIRS
      COMMITTEE shall be modified as follows:

         (2) Membership.
             The Committee shall have seven members: One Alderperson from District
             4 or whichever district contains the most rural residents, one Plan
             Commission member from District 4 or whichever district contains the
             most rural residents, three two Fitchburg farmers, one non-farm rural
             resident who resides outside the Urban Service Area, one resident who
             resides within the Urban Service Area and one two Fitchburg residents at
             large.


      SECTION 2: This ordinance shall take effect the day after its publication.


Adopted this 14th day of December, 2010.



                                                   _____________________________
                                                                   Jay Allen, Mayor



                                                  ______________________________
Attested:_________________                                     Linda Cory, City Clerk


Published: _______________
City of Fitchburg
Committee of Commission Referral
Direct Referral Initiated by:
Direct Referral Approved by:

Date Referred: November 23, 2010                                   Ordinance Number:
Date to Report: December 14, 2010                                  Resolution Number: R-112-10
Sponsored by: Mayor Allen                                          Drafted by: Admin

TITLE:             FINAL RESOLUTION REGARDING MIDWEST DISASTER AREA
                   BOND FINANCING FOR PLACON CORPORATION PROJECT


Background: Placon Corporation is applying for Midwest Disaster Area Bond financing. The
City assisted in this process by passing an initial resolution (R-72-10) specifying their intent to
issue the bonds. Placon has now finalized the bond issue requirements so the City needs to pass
this final resolution. In order to issue these bonds as double tax exempt (interest on the bonds
will be exempt from both federal and state income taxes) CEDA and Council needs to approve
this issue. This financing mechanism does not obligate the City in any way, and provides Placon
with a reduced interest rate through this federal financing program.

    Order                    Referred To                   Staff Contact   Place on Agenda     Action Taken
                                                                                  For           On Referral

      1         CEDA                                       Zimmerman       December 2, 2010    Approved
      2         Finance Committee                          Roach           December 14, 2010

      3
      4


Amendments:




F:\DEPTMNTS\COUNCIL\Referrals\2010\referral R-112-10.doc
                                    MEMORANDUM
                                                                      CLIENT-MATTER: 034605/0112
TO:           Fitchburg Community & Economic Development Authority
              City of Fitchburg, Wisconsin
CC:           U.S. Bank National Association
              Placon Corporation
FROM:         Michael Best & Friedrich LLP
DATE:         December 9, 2010
SUBJECT:      Midwest Disaster Area Bond Transaction –Placon Corp. Project


       We are acting as bond counsel with respect to the Bond Agreement (the “       Bond
            )
Agreement” dated as of December 1, 2010 among the Fitchburg Community & Economic
Development Authority (the “        ),
                             Issuer” Placon Corporation and TJM McKee Road, LLC (each
and collectively, the “         ),
                       Borrower” U.S. Bank National Association, as the Original Purchaser,
and U.S. Bank National Association, as the Trustee.

        You have requested this memorandum to confirm that the Issuer has the statutory
authority to issue the Bonds under the Bond Agreement.

       The Issuer is a Community Development Authority created pursuant to Wisconsin Statute
Section 66.1335, which authorized municipalities to create such authorities. The Issuer itself
was created by an ordinance adopted by the City of Fitchburg as Ordinance 1.37 (the
“            ).
 Ordinance” Pursuant to the Ordinance, the Issuer may “       Exercise all powers, duties and
functions of a Redevelopment Authority under Wis. Stat. 66.1333.”

        A Redevelopment Authority under Wis. Stat. 66.1333 has significant authority to carry
out redevelopment plans and other projects to deal with redevelopment and the improvement of
areas located within a municipality, including development and redevelopment related deal with
the floods that occurred during 2008. This authority includes the issuance of bonds (Wis. Stat.
Section 66.1333(5)(a)(4)(a)) for all purposes under Wisconsin Stat. 66.1333, which include the
Bonds being issued pursuant to the Bond Agreement.

       The Bonds that will be issued under the Bond Agreement will be designated as Midwest
Disaster Area Bonds. As you recall, in 2008, the State of Wisconsin (and several other states)
were devastated by storms and flooding. In October 2008, the U.S. Congress passed the
Emergency Economic Stabilization Act of 2008, Public Law No. 110-343, which includes the
Heartland Disaster Tax Relief Act of 2008 (the “      )
                                                 Act” which provides relief to areas declared to
be major disaster areas following the storms and floods in summer 2008, including Dane County,
Wisconsin.
        The Act allows the Midwest Disaster Area Bonds to be issued for businesses operating in
areas devastated or blighted by the 2008 storms. Eligibility for such tax-exempt financing does
not derive from the “                                                                         in
                       use”of the facility, but rather, (1) from the location of the facility– an
affected county, and (2) either (a) the project will be used by a person who suffered a loss in a
trade or business attributable to the severe storms, tornados, or flooding in the summer of 2008,
or (b) the person using the project has been designated by the governor as a person carrying on a
trade or business replacing a trade or business with respect to which another person suffered such
a loss.

        As part of the bond transaction being authorized by the Issuer, the Governor of the State
                                                              is
of Wisconsin will issue a designation that the Borrower “ a person carrying on a trade or
business replacing a trade or business with respect to which another person suffered a loss during
the 2008 floods” and, therefore, that the Issuer is eligible to issue the Bonds. Only after the
Borrower and Issuer receives such designation, and only after all of the requirements related to
the issuance of the Bonds by the Issuer have been completed (including the final resolution to be
adopted on December 14, 2010) will the Bonds be issued by the Issuer.




                                               -2-
                            $5,000,000
      Fitchburg Community & Economic Development Authority,
                   City of Fitchburg, Wisconsin
              Midwest Disaster Area Bonds, Series 2010
                   (Placon Corporation Project)




                      BOND AGREEMENT




                           By and Among

FITCHBURG COMMUNITY & ECONOMIC DEVELOPMENT AUTHORITY,
             CITY OF FITCHBURG, WISCONSIN,
                         as Issuer,

                  PLACON CORPORATION and
                     TJM MCKEE ROAD, LLC,
                   jointly and severally as Borrower,

             U.S. BANK NATIONAL ASSOCIATION,
                          as Trustee

                                 and

             U.S. BANK NATIONAL ASSOCIATION,
                      as Original Purchaser



                    Dated as of December 1, 2010
ARTICLE I DEFINITIONS ........................................................................................................1
  Section 1.01 Definitions .....................................................................................................1
  Section 1.02 Use of Phrases; Rules of Construction ..........................................................13

ARTICLE II ISSUANCE AND TERMS OF BONDS ...............................................................13
  Section 2.01 Creation of Bonds for Issuance.....................................................................13
  Section 2.02 Maturity; Repayment of Principal; Interest Payments ...................................14
  Section 2.03 Interest on the Bonds....................................................................................14
  Section 2.04 Occurrence of a Determination of Taxability................................................15
  Section 2.05 Prepayment of Bonds ...................................................................................16
  Section 2.06 Optional Prepayment ....................................................................................16
  Section 2.07 Optional Redemption of Bonds Upon Occurrence of Certain
                   Extraordinary Events ..............................................................................16
  Section 2.08 Mandatory Redemption at Option of Original Purchaser...............................18
  Section 2.09 Purchase and Cancellation of Bonds.............................................................18
  Section 2.10 Notice and Effect of Redemption..................................................................18
  Section 2.11 Bonds to be Limited Obligations of the Issuer ..............................................18
  Section 2.12 Source of Payment .......................................................................................19
  Section 2.13 Pledged Revenues ........................................................................................19
  Section 2.14 Form of Bonds .............................................................................................19
  Section 2.15 Execution of Bonds ......................................................................................20
  Section 2.16 Authentication..............................................................................................20
  Section 2.17 Provision for Registration, Transfer and Exchange of Bonds ........................20
  Section 2.18 Persons Treated as Bondowners ...................................................................21
  Section 2.19 Manner of Payment of Bonds .......................................................................21
  Section 2.20 Mutilated, Lost, Stolen or Destroyed Bonds .................................................21
  Section 2.21 Trustee Designated as Bond Registrar ..........................................................22
  Section 2.22 Disposition of Bonds Upon Payment; Safekeeping of Bonds
                   Surrendered for Exchange ......................................................................22
  Section 2.23 Delivery of Bonds ........................................................................................22
  Section 2.24 Parity ...........................................................................................................22
  Section 2.25 Discharge .....................................................................................................22

ARTICLE III FUNDS AND ACCOUNTS ................................................................................26
  Section 3.01 Application of Proceeds of Bonds ................................................................26
  Section 3.02 Project Fund .................................................................................................26
  Section 3.03 Bond Fund ...................................................................................................26
  Section 3.04 Redemption Fund .........................................................................................27
  Section 3.05 Insurance and Condemnation Proceeds Fund ................................................27
  Section 3.06 Rebate Credit Account; Arbitrage.................................................................28
  Section 3.07 Trust Funds Held in Trust.............................................................................29
  Section 3.08 Permitted Investment of Trust Funds ............................................................29

ARTICLE IV TERMS OF LOAN .............................................................................................30
  Section 4.01 Amount and Source of Loan.........................................................................30
  Section 4.02 Withdrawals from the Project Fund ..............................................................30
    Section 4.03        Establishment of Completion Date ...............................................................31
    Section 4.04        Completion Date ..........................................................................................31
    Section 4.05        Distribution of Project Fund on Completion Date .........................................31
    Section 4.06        Repayment of Loan ......................................................................................31
    Section 4.07        Additional Payments ....................................................................................32
    Section 4.08                   s
                        Borrower’ Obligations Unconditional .........................................................32
    Section 4.09        Credit for Accrued Interest and Investment Earnings on Bond Fund .............32
    Section 4.10        Prepayment of Loan .....................................................................................32
    Section 4.11        Other Security ..............................................................................................32
    Section 4.12                                s
                        Nature of Borrower’ Obligations.................................................................33

ARTICLE V ISSUER’ REPRESENTATIONS AND COVENANTS......................................33
                    S
  Section 5.01 Payment of Principal and Interest .................................................................33
  Section 5.02 Performance of and Authority for Covenants................................................33
  Section 5.03 Right to Payments; Instruments of Further Assurance...................................33
  Section 5.04 Title to Project..............................................................................................33
  Section 5.05 Cooperation of the Issuer and Trustee...........................................................34
  Section 5.06 Performance by Issuer ..................................................................................34

                          s
ARTICLE VI BORROWER’ REPRESENTATIONS AND COVENANTS ............................34
  Section 6.01 Representations by the Borrower..................................................................34
  Section 6.02 Completion of Project by the Borrower ........................................................35
  Section 6.03 Payment of Project Costs by the Borrower ...................................................36
  Section 6.04 Sums for Completion....................................................................................36
  Section 6.05 Borrower to Repair, Replace, Rebuild or Restore .........................................36
  Section 6.06 Maintenance of Property; Insurance .............................................................37
  Section 6.07 Compliance with Zoning Laws.....................................................................37
  Section 6.08 Indemnification ............................................................................................37
  Section 6.09 Assurance of Tax Exemption........................................................................38
  Section 6.10 Nondiscrimination; Compliance with Wisconsin Statutes Section
                   66.1103(11)(b)1m...................................................................................39
  Section 6.11 Job Reporting Compliance with Section 66.1103(6m) of the Wisconsin
                   Statutes...................................................................................................39
  Section 6.12 Legal Existence; Compliance with Laws; Maintenance of Business;
                   Taxes......................................................................................................39
  Section 6.13 Financial Statements ....................................................................................39
  Section 6.14 Environmental Compliance ..........................................................................39
  Section 6.15 Certain Financial Covenants.........................................................................39
  Section 6.16 Inspection of Property and Records ..............................................................39
  Section 6.17 Comply With, Pay and Discharge All Notes, Mortgages, Deeds of
                   Trust and Leases.....................................................................................40
  Section 6.18 Appraisals ....................................................................................................40
  Section 6.19 Negative Covenants......................................................................................36
                                             s
  Section 6.20 Approval of Borrower’ Requisitions ...........................................................40

ARTICLE VII POWERS AND DUTIES OF TRUSTEE...........................................................40
  Section 7.01 Acceptance of Trusts....................................................................................40
     Section 7.02        Specific Duty of Trustee to File Continuation Statements .............................42
     Section 7.03        Notice to Bondowners if an Event of Default Occurs....................................42
     Section 7.04        Intervention by Trustee.................................................................................42
     Section 7.05        Successor Trustee.........................................................................................43
     Section 7.06        Resignation by Trustee.................................................................................43
     Section 7.07        Removal of Trustee ......................................................................................43
     Section 7.08        Appointment of Successor Trustee by Bondowners; Temporary
                             Trustee ...................................................................................................43
     Section 7.09        Concerning Any Successor Trustee ..............................................................44
     Section 7.10        Acquisition of Conflicting Interests by Trustee.............................................44
     Section 7.11        Requirement of a Corporate Trustee .............................................................45
     Section 7.12                s
                         Trustee’ Fees ..............................................................................................45

ARTICLE VIII BOND DEFAULTS AND REMEDIES............................................................45
  Section 8.01 Bond Defaults Defined .................................................................................45
  Section 8.02 Acceleration .................................................................................................46
  Section 8.03 Remedies .....................................................................................................46
  Section 8.04 Right of Bondowners to Direct Proceedings .................................................46
  Section 8.05 Waiver of Certain Rights..............................................................................47
  Section 8.06 Application of Moneys .................................................................................47
  Section 8.07 Remedies Vested in Trustee .........................................................................48
  Section 8.08 Rights and Remedies of Bondowners ...........................................................48
  Section 8.09 Termination of Proceedings..........................................................................49
  Section 8.10 Waivers of Bond Defaults ............................................................................49

ARTICLE IX LOAN DEFAULTS AND REMEDIES ..............................................................49
  Section 9.01 Loan Defaults Defined .................................................................................49
  Section 9.02 Certain Notices to Borrower.........................................................................50
  Section 9.03 Acceleration Upon Certain Circumstances....................................................51
  Section 9.04 Remedies .....................................................................................................51
  Section 9.05 Disposition of Funds ....................................................................................51
  Section 9.06 Manner of Exercise ......................................................................................51
  Section 9.07 Attorneys’Fees and Expenses ......................................................................51
  Section 9.08 Effect of Waiver...........................................................................................51
  Section 9.09 Waiver of Stay or Extension Laws................................................................52

ARTICLE X AMENDMENTS .................................................................................................52
  Section 10.01 Amendments Without Bondowners’Consent ...............................................52
  Section 10.02 Amendments With Bondowners’Consent ....................................................52
  Section 10.03 Consent of Borrower ....................................................................................53

ARTICLE XI ASSIGNMENT ..................................................................................................53

ARTICLE XII GENERAL ........................................................................................................54
  Section 12.01 Notices.........................................................................................................54
  Section 12.02 Consent of Bondowners ...............................................................................54
  Section 12.03 Limitation of Rights .....................................................................................55
    Section 12.04       Captions .......................................................................................................55
    Section 12.05       Execution Counterparts ................................................................................55
    Section 12.06       Severability ..................................................................................................55
    Section 12.07       Binding Effect ..............................................................................................55
    Section 12.08       Governing Law ............................................................................................55

ARTICLE XIII AGREEMENT TO PURCHASE BONDS AND FUND BORROWER’                                                      S
     REQUISITIONS ...........................................................................................................55

EXHIBIT A PROJECT DESCRIPTION ................................................................................A-1

EXHIBIT B FORM OF BOND ..............................................................................................B-1

EXHIBIT C FORM OF PROMISSORY NOTE .....................................................................C-1

                          S
EXHIBIT D FORM OF BORROWER’ REQUISITION ......................................................D-1
                                       $5,000,000
                Fitchburg Community & Economic Development Authority,
                              City of Fitchburg, Wisconsin
                        Midwest Disaster Area Bonds, Series 2010
                             (Placon Corporation Project)



                                   BOND AGREEMENT



       THIS BOND AGREEMENT (“                        ),
                                   Bond Agreement” dated as of December 1, 2010, is by
and among the FITCHBURG COMMUNITY & ECONOMIC DEVELOPMENT AUTHORITY,
CITY OF FITCHBURG, WISCONSIN (the “             ),
                                         Issuer” PLACON CORPORATION, a Wisconsin
corporation (“       ),
              Placon” and TJM MCKEE ROAD, LLC, a Wisconsin limited liability company
(“     ,
  TJM” TJM and Placon, each and collectively, the “           ),
                                                    Borrower” U.S. BANK NATIONAL
ASSOCIATION, as Original Purchaser (the “                   )
                                         Original Purchaser” and U.S. BANK NATIONAL
ASSOCIATION, as Trustee (the “Trustee”).

        The Issuer desires to issue the Bonds (hereinafter defined) and to lend the Bond Proceeds
(hereinafter defined) to the Borrower for the purpose of financing the Project (hereinafter
defined) and the Borrower desires to borrow the Bond Proceeds for the purpose of financing the
Project.

      Pursuant to its authorizing Resolution (hereinafter defined), the Issuer has authorized the
Bonds to be issued in the aggregate principal amount of $5,000,000 and has provided that the
Bonds will be issued as tax-exempt bonds of the Issuer.

        In consideration of the premises, the promises of the Trustee, Original Purchaser, Issuer
and the Borrower set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and to secure the payment of the principal of,
premium, if any, and interest on all Bonds issued and outstanding under this Bond Agreement,
the parties agree as follows:


                                          ARTICLE I

                                        DEFINITIONS

        Section 1.01   Definitions. Capitalized terms herein shall have the respective meanings
set forth below:

        Adjusted Interest Rate: With respect to an Adjusted Interest Rate Reset Period, the
interest rate determined and certified to the Trustee by the Remarketing Agent.

      Adjusted Interest Rate Reset Period: The period from the Adjusted Interest Rate
Conversion Date through and including the period specified in the Adjusted Interest Rate

                                               1
Conversion Notice as the termination date of the first Adjusted Interest Rate Reset Period and (ii)
for each period thereafter, such period of time as agreed to by the Letter of Credit Provider and
the Borrower as the termination date for such Adjusted Rate Reset Period.

        Adjusted Interest Rate Conversion Date: The date on which the Bonds begin to bear
interest at the Adjusted Interest Rate.

       Adjusted Interest Rate Conversion Notice: A notice from the Borrower to the Issuer, the
Trustee, and the Original Purchaser stating that as of the Adjusted Interest Rate Conversion Date
the Bonds shall begin to bear interest at the Adjusted Interest Rate, as such notice is more fully
described in Section 2.26 of this Bond Agreement.

        Affiliate: With respect to any Person, any (a) director, officer or employee of such
Person, or (b) Person directly or indirectly controlling or controlled by, or under direct or indirect
common control with, such Person. A Person shall be deemed to control another Person if the
controlling Person directly or indirectly, either individually or together with (in the case of an
individual) his spouse, lineal descendants and ascendants and brothers or sisters by blood or
adoption or spouses of such descendants, ascendants, brothers and sisters, owns ten percent or
more of any class of voting securities of the controlled Person or possesses, directly or indirectly,
the power to direct, or cause the direction of, the management or policies of the controlled
Person, whether through the ownership of voting securities, through common directors, trustees
or officers, by contract or otherwise.

       Authorized Representative of the Borrower: Any officer of Placon and any member of
TJM who is authorized, even if acting alone, to execute and deliver such Borrower’      s
Requisitions and to give Trust Fund investment directions on behalf of such Borrower.

        Bank Held Rate: The rate of interest on the Bonds calculated in accordance Section 2.03
hereof for so long as the Bonds are held by the Original Purchaser.

        Bank Tax Exempt Multiplier: The Original Purchaser's internally published Bank Tax
Exempt Multiplier and quoted to the Borrower and the Trustee upon request, which shall be the
same Bank Tax Exempt Multiplier quoted to other customers of the Original Purchaser for
obligations with similar federal tax treatment as the Bonds.

       Bond Amount: $5,000,000.

       Bond Counsel: A law firm whose legal and tax opinion on municipal bond issues is
nationally recognized, initially, Michael Best & Friedrich, LLP.

       Bond Fund: The Trust Fund described in Section 3.03

      Bond Proceeds: The proceeds of the sale of the Bonds, as such proceeds may be
advanced hereunder by the Original Purchaser.

       Bond Register:       The registration books maintained by the Trustee pursuant to
Section 2.17.


                                                  2
      Bondowners: At the time or times of determination, the Persons who are registered
owners of Bonds as shown in the Bond Register.

                             s
      Bonds: The Issuer’ $5,000,000 Midwest Disaster Area Bonds, Series 2010 (Placon
Corporation Project), issued hereunder.

      Borrower: Each and collectively, Placon Corporation, a Wisconsin corporation and TJM
McKee Road, LLC, a Wisconsin limited liability company, jointly and severally, and each such
        s
Borrower’ and its successors and assigns.

                    s
        Borrower’ Address: The address which the Borrower designates for the delivery of
notices hereunder. Until changed by notice from an Authorized Representative of the Borrower
to the Issuer, the Trustee and the Original Purchaser, the Borrower’ address shall be:
                                                                   s

              PLACON CORPORATION
              Attn: Lyle Meshberger
              6096 McKee Road
              Madison, Wisconsin 54719-5114
              Fax: (608) 271-3162

                  s
       Borrower’ Certificate: A certificate signed on behalf of the Borrower by an Authorized
Representative of the Borrower.

               s
      Borrower’ Organizational Documents: The Articles of Organization and Operating
Agreement of TJM and the Articles of Incorporation and Bylaws of Placon, as applicable.

                   s
       Borrower’ Requisition: A request for withdrawal from the Project Fund pursuant to
Section 4.02, in the form of Exhibit D attached hereto.

       Business Day: Any day other than a Saturday, Sunday or other day on which banks are
                                                                        s
required or authorized to remain closed in the city in which the Trustee’ Principal Office is
located.

       Calculation Period: While the Bonds bear interest at the Adjusted Interest Rate, the
period from and including Thursday of each week (whether or not a Business Day) through and
including the earlier of (i) the following Wednesday (whether or not a Business Day) or (ii) the
day immediately preceding a Proposed Conversion Date.

       Clerk: The Clerk of the City of Fitchburg, Wisconsin on behalf of the Issuer.

       Code: The Internal Revenue Code of 1986, as amended.

       Completion Date: The completion date of the Project established in accordance with
Section 4.03.

       Construction Mortgage: The Construction Mortgage, Security Agreement, Assignment
of Rents and Leases and Fixtures Filing dated as of December 1, 2010 by the Borrower in favor



                                               3
of the Trustee and the Original Purchaser as amended, modified, supplemented or extended from
time to time.

       Conversion Date: A date on which the Bank Held Rate is converted to a Adjusted Interest
Rate, or the date on which the Adjusted Interest Rate is converted to a Bank Held Rate.

       Conversion Notice: A written notice from the Borrower to the Trustee and the Issuer,
and, as applicable, the Original Purchaser, the Remarketing Agent and/or the Letter of Credit
Provider designating a proposed Conversion Date, as provided in Section 2.26 of this Bond
Agreement.

       Cost of Funds: The Original Purchaser's internally published cost of funds as determined
by the Original Purchaser in the exercise of its sole discretion and quoted to the Borrower and
the Trustee upon request, which shall be the same cost of funds quoted to other customers of the
Original Purchaser for obligations of similar amount and maturity as the Bonds.

        Counsel: An attorney acceptable to the Trustee, duly admitted to practice law before the
highest court of any state, who may be an attorney for the Borrower, the Original Purchaser or
the Issuer.

        Credit Agreement: The Credit Agreement dated as of December ___, 2010 by and
between the Borrower and the Original Purchaser as amended, modified, supplemented or
extended from time to time, and any credit agreement between the Borrower and any successor
or assign of the Original Purchaser.

       Default Rate: 5% per annum over the otherwise applicable interest rate on the Bonds.

       Defeasance Obligations: Any of the following which are not subject to prepayment in
whole or in part or to redemption by the issuer thereof prior to maturity:

                 Government Obligations;

                 Evidences of ownership of proportionate interests in future interest and
                 principal payments on Government Obligations held by a bank or trust
                 company as custodian, under which the owner of the investment is the real
                 party in interest and has the right to proceed directly and individually against
                 the obligor on the Government Obligations, and which underlying Government
                 Obligations are not available to satisfy any claim of the custodian or any
                 person claiming through the custodian or to whom the custodian may be
                 obligated; and

                 Obligations described in Section 103(a) of the Code, which obligations have
                 been assigned the highest rating assigned to legally defeased debt by Standard
                          s                                      s
                 & Poor’ Financial Services, and Moody’ Investors Service, Inc. and
                 provision for the payment of the principal of, premium, if any, and interest on
                 the Bonds which shall have been made by the irrevocable deposit with a bank
                 or trust company acting as a trustee or escrow agent for holders of such
                 obligations of such securities, the maturing principal of and interest on which,

                                               4
                  when due and payable, will provide sufficient moneys to pay when due the
                  principal of, premium, if any, and interest on the Bonds, and which securities
                  above are not available to satisfy any other claim, including any claim of the
                  trustee or escrow agent or of any person claiming through the trustee or escrow
                  agent or proceedings arising out of such insolvency.

        Determination of Taxability: The issuance of a statutory notice of deficiency by the
Internal Revenue Service, or a ruling of the National Office or any District Office of the Internal
Revenue Service, or a final decision of a court of competent jurisdiction, or a regulation or
revenue ruling issued by the Internal Revenue Service, after the period, if any, for contest or
appeal by the taxpayer of such action, ruling or decision has expired without any such contest or
appeal having been properly instituted by the taxpayer, which holds or declares in effect that the
interest payable on any of the Bonds is includable for federal income tax purposes in the gross
income of the Bondowners of such Bonds (other than a Bondowner who is a substantial user of
the Project or a related person, as such terms are defined in the Code).

       Employee Plan: Any savings, profit sharing, or retirement plan or any deferred
compensation contract or other plan maintained for employees of the Borrower or its
Subsidiaries and covered by Title IV of ERISA, including, without limitation, any
“multiemployer plan”as defined in ERISA.

       Environmental Law: Any local, state or federal law or other statute, law, ordinance, rule,
code, regulation, decree or order governing, regulating or imposing liability or standards of
conduct concerning the use, treatment, generation, storage, disposal or other handling or release
of any Hazardous Substance.

       Environmental Liability: All liability arising under, resulting from or imposed by any
Environmental Law.

        ERISA: The Employee Retirement Income Security Act of 1974, as amended, and any
successor statute, together with the regulations and published interpretations thereunder, in each
case as in effect from time to time.

        Event of Default: Any of the events described as such in Section 8.01 (a “Bond Default”)
or in Section 9.01 (a “Loan Default”).

        Event of Taxability: The circumstance of interest paid or payable on any Bond becoming
includable (other than for purposes of a tax on preferences of the type imposed by Section 56 of
the Code or any successor statute thereto or any similar federal tax on preferences or similar
items and other than by reason having to do with the tax status of, or rules applicable to, the
particular individual Bondowner rather than the status of, or rules applicable to, all persons
generally) for federal income tax purposes in the gross income of any Bondowner (other than a
Bondowner who is a “     substantial user” or a “related person” within the meaning and for the
purposes of Section 147(a) of the Code) as a consequence of any act, omission or event
whatsoever; provided, however, that a change in the Code enacted after the date of issuance of
the Bonds which results in interest on borrowings by state and local governments generally being
included in gross income shall not be an Event of Taxability.


                                                5
        GAAP: Those generally accepted accounting principles and practices which are
recognized as such by the American Institute of Certified Public Accountants acting through
appropriate boards or committees thereof and which are consistently applied for all periods so as
to properly reflect the financial condition, results of operations and cash flows of the Borrower
and its Subsidiaries.

       Government Authority: Any nation or government, any state or other political
subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government, and any corporation or other entity
owned or controlled through stock or capital ownership or otherwise, by any of the foregoing.

      Government Obligations: Securities which are direct full faith and credit obligations of
the United States or securities as to which the payment of both principal and interest are
unconditionally guaranteed by the United States of America.

        Hazardous Substance: Any substances defined as hazardous substances or toxic
substances in the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, 42 U.S.C. § 9061 et seq., Hazardous Materials Transportation Act, 49 U.S.C.
§ 1802, the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Toxic
Substance Control Act of 1976, as amended, 15 U.S.C. § 2601 et seq., the Solid Waste Disposal
Act, 42 U.S.C. § 3251 et seq., the Clean Air Act, 42 U.S.C. § 1857 et seq., the Clean Water Act,
33 U.S.C. § 1251 et seq., Chapters 280-299 of the Wisconsin Statutes, or any other statute, rule,
regulation or order of any Government Authority having jurisdiction over the control of such
wastes or substances, including without limitation the United States Environmental Protection
Agency, the United States Nuclear Regulatory Commission and the State of Wisconsin.

          Highest Elected Official: The Mayor of the City of Fitchburg, Wisconsin on behalf of the
Issuer.

        Indebtedness: All liabilities or obligations of a Person included on the liability portion of
a balance sheet, and shall include, without limitation, all (a) indebtedness for borrowed money;
(b) indebtedness for the deferred purchase price of property or services for which the Person is
liable, contingently or otherwise, as obligor, guarantor or otherwise; (c) any commitment by
which the Person assures a creditor against loss, including, without limitation, contingent
reimbursement obligations with respect to letters of credit; (d) obligations which are evidenced
by notes, acceptances or other instruments; (e) indebtedness guaranteed in any manner by the
Person, including without limitation guaranties in the form of an agreement to repurchase or
reimburse; (f) any unfunded obligation of the Person to an Employee Plan; (g) all liabilities
secured by any Lien on any Property owned by the Person, even though it has not assumed or
otherwise become liable for the payment thereof; and (h) other liabilities or obligations of the
Person and its Subsidiaries which would, in accordance with GAAP, be included on the liability
portion of a balance sheet.

          Insurance and Condemnation Proceeds Fund: The Trust Fund described in Section 3.05.

       Issuer: The Fitchburg Community & Economic Development Authority, City of
Fitchburg, Wisconsin, its successors and assigns.


                                                 6
              s
       Issuer’ Address: The address which the Issuer designates for the delivery of notices
hereunder. Until changed by notice from the Issuer to the Borrower, the Trustee and the Original
                     s
Purchaser, the Issuer’ Address shall be:

               Fitchburg Community & Economic Development Authority
               City Hall 5520 Lacy Road
               Fitchburg, WI 53711
               Attn: Mayor of the City of Fitchburg

       Letter of Credit: Any irrevocable, transferable direct-pay letter of credit, or, on or after
the Conversion Date, any standby purchase agreement, guaranty, bond insurance policy or
similar credit enhancement instrument, meeting the requirements of this Bond Agreement,
including any Substitute Letter of Credit.

       Letter of Credit Expiration Date: The stated expiry of a Letter of Credit in accordance
with the terms thereof and this Bond Agreement.

        Letter of Credit Provider: Any bank, savings and loan association, insurance company or
other regulated financial institution which issues a Letter of Credit in accordance with this Bond
Agreement.

      Letter of Credit Substitution Date: Each date designated as such in accordance with this
Bond Agreement.

        LIBOR Rate: The one-month LIBOR rate quoted by the Original Purchaser from Reuters
Screen LIBOR01 Page or any successor thereto, which shall be that one-month LIBOR rate in
effect two New York Banking Days (as hereinafter defined) prior to each Reprice Date (as
hereinafter defined), adjusted for any reserve requirement and any subsequent costs arising from
a change in government regulation, such rate rounded up to the nearest one-sixteenth percent and
such rate to be resent monthly on each Reprice Date.

        Lien:     Any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), deed of trust, charge, preference, priority, security interest
or other security agreement or preferential arrangement of any kind or nature whatsoever
including, without limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the foregoing, and the
filing of any financing statement under the Uniform Commercial Code of the State of Wisconsin
or comparable law of any jurisdiction.

       Liquidity Premium: The liquidity premium established periodically by the Original
                                               s
Purchaser as shown on the Original Purchaser’ daily pricing sheets available to all borrowers of
the Original Purchaser on the applicable Reset Date.

       Loan: The loan of the Bond Proceeds by the Issuer to the Borrower hereunder.




                                                  7
       Loan Documents: The documents relating to the Bonds and the Loan, including the
Resolution, this Bond Agreement, the Credit Agreement, the Security Documents, the
Promissory Note, and other documents executed and delivered at the Closing.

       Loan Repayments: The payments required to be made by the Borrower pursuant to
Section 4.06.

       Material Adverse Effect: (a) an Event of Default, (b) a material adverse change in the
business, prospects or condition (financial or otherwise) of the Borrower and its Subsidiaries,
taken as a whole, (c) any material impairment of the right to carry on the business as now or
proposed to be conducted by the Borrower, or (d) any material impairment of the ability of the
Borrower to perform its obligations under this Bond Agreement or the Security Documents.

       Maturity Date: December 15, 2030.

       Maximum Rate; 18% per annum.

       Net Proceeds: The gross proceeds of an insurance claim or condemnation award with
respect to the Project after payment of all expenses (including attorneys’ fees and any
extraordinary fee or expense of the Trustee) incurred in its collection.

     New York Banking Day: means any date (other than a Saturday or Sunday) on which
commercial banks are open for business in New York, New York

        No Arbitrage Certificate: That certain No Arbitrage Certificate dated December ___,
2010 made by the Issuer and acknowledged, with respect to accuracy and reasonableness of
certain expectations, facts and estimates contained therein, by the Borrower.

                                       s
        Obligations: The Borrower’ obligations under the Credit Agreement, the Promissory
Note, and all other Indebtedness of the Borrower to the Original Purchaser, including, without
limitation, all Obligations as defined in the Credit Agreement.

       Opinion of Counsel: A written opinion of Counsel.

       Original Issue Date: December ___, 2010.

       Original Purchaser: U.S. Bank National Association, its successors and assigns.

                           s
        Original Purchaser’ Address: The address which the Original Purchaser designates for
the delivery of notices hereunder. Until changed by notice from the Original Purchaser to the
                                                            s
Borrower, the Issuer and the Trustee, the Original Purchaser’ Address is:




                                               8
               U.S. Bank National Association
               One South Pinckney Street
               P.O. Box 7900
               Madison, Wisconsin 53703
               Attn: Mary Pat Williams
               Fax: (608) 252-4379


       Outstanding Bonds and Outstanding (when used with reference to Bonds): All Bonds
which have been authenticated and delivered by the Trustee hereunder, except:

       (a)    Bonds or portions thereof cancelled by the Trustee or delivered to the Trustee for
cancellation;

       (b)    Bonds in lieu of which other Bonds have been authenticated and delivered in
accordance with Sections 2.14, 2.17 and 2.20; and

        (c)    Bonds in respect of which the Trustee holds funds as determined in Section 2.10
or 2.25.

       Paying Agent: Any bank or banks designated pursuant to this Bond Agreement as the
agent of the Issuer to receive and disburse the principal of and interest on the Bonds; initially, the
Trustee.

        Payment Date: Monthly on the first Business Day of each month.

        Person: An individual, partnership, corporation, limited liability company, enterprise,
association, business trust, joint stock company, joint venture, trust, unincorporated organization,
governmental authority or any agency or political subdivision thereof, or other entity of whatever
nature.

        Pledged Revenues: All revenues and income derived by or for the account of the Issuer
from or for the account of the Borrower pursuant to the terms hereof, including, without
limitation (i) all payments by the Borrower on the Loan or pursuant to Section 4.07, (ii) all cash
and securities held from time to time in the Trust Funds (with the exception of the Rebate Credit
Account) and the investment earnings thereon, and (iii) all proceeds of any casualty insurance or
condemnation awards payable with respect to the Project.

        Project: The project described in Exhibit A attached hereto.

        Project Costs: The following, if paid after June 13, 2010:

        (a)     All legal, abstracting, surveying, financial and accounting and other fees and
expenses, printing and engraving costs and expenses incurred in connection with the
establishment of title, the authorization, sale and issuance of the Bonds (including any
             s          s
underwriter’ or agent’ fees, commitment or origination fees, or points in connection with the
issuing of the Bonds but, to the extent paid from Bond proceeds, not to exceed two percent of the


                                                  9
face amount of the Bonds), and the preparation of this Bond Agreement and all other documents,
including filing fees for any financing statements deemed necessary by Counsel;

       (b)     All costs of improving the Project Site;

       (c)     All costs of acquiring and installing the Project Fixtures;

       (d)    All architectural, engineering, consulting, legal, supervisory and other services
incurred and to be incurred in the construction, purchase, acquiring, installing or improving of
the Project;

       (e)     The contract price of all labor, services, materials and supplies furnished under
any contract entered into in connection with the construction, purchase, acquisition, installing or
improving of the Project;

      (f)     The cost of all other labor, services, materials, supplies and fixtures necessary to
complete the Project;

        (g)    To the extent permitted by the Statute and not prohibited by rules or regulations of
the Internal Revenue Service and not otherwise paid from Bond proceeds deposited in the Bond
Fund, all interest accruing up until and not later than the completion of the Project, on money
borrowed by the Borrower for financing of Project Costs if such money was borrowed by the
Borrower for the specific purpose of financing Project Costs and was not part of a general
purpose open line of credit, and interest accruing on the Bonds prior to, and up to completion of
the Project;

        (i)    Without limitation by the foregoing, all other expenses which under GAAP
constitute necessary capital expenditures for the completion of the construction, acquisition,
purchase, installation and improving of the Project, not including initial working capital or
expendable supplies (all of which are nevertheless to be supplied by the Borrower from its own
funds without reimbursement);

       (j)     All advances, payments and expenditures made or to be made by the Issuer, the
Trustee or any other person with respect to any of the foregoing expenses; and

       (k)                                                  s
              Reimbursement of the Borrower for the Borrower’ payment of any of the
foregoing incurred after June 13, 2010.

        Project Fixtures: The fixtures to be installed by the Borrower at the Project Site as part of
the Project, and listed on Exhibit A attached hereto.

       Project Fund: The Trust Fund described in Section 3.02.

      Project Site:     The location of the Project, namely, 6124 Mckee Road, Fitchburg,
Wisconsin 53719.

       Promissory Note: The Promissory Note to the Issuer from the Borrower, dated the
Original Issue Date, in the original principal amount of $5,000,000.


                                                 10
        Property: Any interest of the Borrower or its Subsidiaries of any kind in property or
assets, whether real, personal, mixed, tangible or intangible, wherever located, and whether now
owned or subsequently acquired or arising and in the products, proceeds, additions and
accessions thereof or thereto.

         Qualified Investments: Includes any of the following securities, if and to the extent that
the Trustee has not been notified that the same have been disqualified as legal for the investment
               s
of the Issuer’ moneys: Government Obligations and (a) the obligations, including discount
notes, of (i) Federal National Mortgage Association, (ii) Federal Intermediate Credit Banks, (iii)
Federal Banks for Cooperatives, (iv) Federal Land Banks, (v) Federal Home Loan Banks, (vi)
Federal Financing Bank, (vii) Federal Farm Credit System, (viii) Federal Home Loan Mortgage
Corporation, (ix) Government National Mortgage Association, (x) Federal Housing
Administration, and (xi) Farmers Home Administration; provided, however, that obligations
listed in this subpart (a) shall be guaranteed by the United States of America; (b) unsecured
certificates of deposit, demand deposits, including interest bearing money market accounts, trust
deposits, time deposits or bankers acceptances (in each case having maturities of not more than
360 days) of any domestic bank (including the Original Purchaser and the Trustee and any bank
affiliated with the Trustee) including a branch office of a foreign bank, which branch office is
located in the United States, provided that such bank at the time of purchase, has a short-term
“ Bank Deposit” rating of “                                     s
                              Prime-1” or better by Moody’ Investors Service and a rating of
“                                          s
  A-1” or better by Standard & Poor’ Ratings Services; (c) certificates of deposit or time
deposits fully collateralized by Government Obligations; (d) any repurchase agreement by the
Trustee that is with a bank or institution, which bank, institution or holding company thereof is
rated “                                s
        BAA1”or better by Moody’ Investors Service or “         B+”or better by Standard & Poor’     s
Ratings Services, provided that such repurchase agreement may not extend more than 30 days
beyond its issuance and such repurchase obligation will be for Government Obligations; and
notwithstanding any of the foregoing, to the extent that any obligations described in this
definition are repurchase agreements then (i) the Trustee must have perfected a first security
interest in such obligations, (ii) the Trustee or a third party acting solely as agent for the Trustee
must have possession of such obligations, (iii) such obligations must be free and clear of third
party claims, and (iv) any investment in a repurchase agreement will be considered to mature on
the date the bank or trust company providing the repurchase agreement is obligated to repurchase
the Government Obligations; (e) commercial paper or finance company paper rated not less than
                                                                   s
A 1 or prime-one or their equivalents by Standard & Poor’ Ratings Services and Moody’                s
Investors Service; (f) state and local government obligations, the interest on which is excludable
from the gross income of the holder thereof for federal income tax purposes pursuant to
                                                                                    A”
Section 103(a) of the Code, provided that such obligations have a rating of “ or better from
                   s                               s
Standard & Poor’ Ratings Services or Moody’ Investors Service; (g) the “          Tax-Exempt Money
Market Fund”for which the Trustee acts as investment advisor; (h) the “       Short Term Investment
Fund”of the Trustee; and (i) so long as the Original Purchaser is the Bondowner of all of the
Bonds Outstanding, investment agreements or certificates of deposit as may be approved by the
Borrower and the Original Purchaser; provided, however, that such investment ratings shall
apply only at the time of acquisition of such investment.

       Rebate Credit Account: The account described in Section 3.06, which account shall not
be pledged for the benefit of the Bondowners hereunder.


                                                 11
        Record Date: For the interest payable on any Payment Date means the 15th day (whether
or not a Business Day) of the calendar month next preceding such Payment Date.

        Redemption Date: The date upon which any Bond is to be redeemed prior to maturity.

        Redemption Fund: The Trust Fund described in Section 3.04.

       Registered Bondowner: The person in whose name a Bond is registered in the Bond
Register.

       Remarketing Agent: Any institution serving as Remarketing Agent pursuant this Bond
Agreement. The Remarketing Agent shall be a commercial bank or a member of the National
Association of Securities Dealers, Inc. and authorized by law to perform the functions of the
Remarketing Agent as described in this Bond Agreement.

        Reprice Date: means the first day of each month.

       Requirements of Law: As to any matter or Person, the Articles of Organization,
Operating Agreement, Articles of Incorporation, Bylaws, or other organizational or governing
documents of such Person, and any law (including, without limitation, any Environmental Law),
ordinance, treaty, rule, regulation, order, decree, determination or other requirement having the
force of law relating to such matter or Person and, where applicable, any interpretation thereof
by any Government Authority.

        Requisite Consent: Unless all Bonds are then owned by the Borrower, the affirmative
written consent of Bondowners owning in aggregate not less than a majority in principal amount
of the Bonds (other than Bonds owned by the Borrower or any “    related person”as defined in
Section 147 of the Code) at the time Outstanding.

        Reset Date: December ___, ____ and, thereafter, each ____ year anniversary of such
date.

        Reset Period: The time period agreed to by the Original Purchaser and Borrower, which,
on the date hereof, is _________ years.

        Security Documents: The Construction Mortgage and any agreement providing collateral
security for the Obligations, in each case in favor of the Trustee and/or the Original Purchaser.

        Statute: Section 66.1335 of the Wisconsin Statutes, as amended from time to time.

        Subsidiary: As to any Person, a corporation or limited liability company of which shares
of stock or membership interest having voting power (other than stock or membership interest
having such power only by reason of the happening of a contingency that has not occurred)
sufficient to elect a majority of the board of directors or other managers of such corporation or
limited liability company are at the time owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

        Tenant: Placon Corporation, a Wisconsin corporation.


                                               12
       Trustee: Initially, U.S. Bank National Association and any successor banking
corporation, banking association or trust company at the time serving as corporate trustee
hereunder.

               s                        s
       Trustee’ Address and Trustee’ Principal Office: The address or office which the
Trustee designates for the delivery of notices or payments hereunder. Until changed by notice
                                                                                    s
from the Trustee to the Borrower, the Issuer and the Original Purchaser, the Trustee’ Address
and Principal Office is:

              U.S. Bank National Association
              1555 North River Center Drive, Suite 203
              Milwaukee, WI 53212
              Attn: Gene Ploeger
              Fax: (414) 905-5049


       Trust Funds: The trust funds and accounts administered by the Trustee hereunder.

                                      s
       Unassigned Rights: The Borrower’ obligations to the Issuer under Section 6.08, 6.10,
6.11 and Section 9.07.

       Section 1.02 Use of Phrases; Rules of Construction. The following provisions shall
be applied wherever appropriate herein:

         “Herein,”“hereby,”“hereunder,”“  hereof”and other equivalent words refer to this Bond
Agreement as an entirety and not solely to the particular portion hereof in which any such word
is used.

       The definitions set forth in Section 1.01 shall be deemed applicable whether the words
defined are herein used in the singular or the plural.

       Wherever used herein, any pronoun or pronouns shall be deemed to include both the
singular and plural and to cover all genders.

       Unless otherwise provided, any determinations or reports hereunder which require the
application of accounting concepts or principles shall be made in accordance with GAAP.


                                        ARTICLE II

                           ISSUANCE AND TERMS OF BONDS

        Section 2.01 Creation of Bonds for Issuance. There is hereby created for issuance an
issue of Bonds to be designated:

                                    $5,000,000
   Fitchburg Community & Economic Development Authority, City of Fitchburg, Wisconsin



                                              13
                           Midwest Disaster Area Bonds, Series 2010
                                (Placon Corporation Project)

        The Bonds shall be issued in the aggregate principal amount of FIVE MILLION
DOLLARS ($5,000,000). The Bonds shall be numbered in such manner as the Trustee shall
deem appropriate, provided that each particular Bond shall have a different identifying number.
The Bonds shall be issuable in the form of typewritten or printed, fully registered Bonds. The
Bonds shall specify the Original Issue Date as their original issue date, and each particular Bond
shall be dated, as its registration date, the date of its authentication.

        Section 2.02 Maturity; Repayment of Principal; Interest Payments. The Bonds
shall mature on the Maturity Date. All unpaid principal and interest shall be paid on the Maturity
Date. Principal on the Bonds shall be repaid by the Issuer (from payments to be made by the
Borrower to the Issuer) in the amounts set forth in Section 2.02 of the Credit Agreement. The
Trustee shall not be obligated to provide notice of any such scheduled payments to the Original
Purchaser. Payment of interest on the Bonds shall commence on the first Business Day of
January, 2011 and continue on the first Business Day of each month thereafter. Principal on the
Bonds shall be payable on the first Business Day of each month, commencing on February 1,
2011 and continuing on the first Business Day of each month thereafter, in the amounts specified
in the Credit Agreement for such month.

        Notwithstanding anything else herein to the contrary, the principal amount of the Bonds
outstanding shall never exceed the aggregate amounts transferred from the Original Purchaser to
the Trustee for Deposit into the Project Fund pursuant to Sections 3.01 and 4.02 of this Bond
Agreement, less repayments of principal made by the Issuer; provided, however, that nothing in
this Bond Agreement shall be construed to obligate the Borrower to proceed with the Project,
and in the event Borrower does not proceed with the Project, Borrower shall have no obligation
under this Bond Agreement, other than the repayment, together with interest for amounts
advanced by the Original Purchaser.

        Payments of principal in excess of the scheduled installments set forth herein and related
payments of premium shall be credited against scheduled installments in inverse order with
respect to the Bonds. Interest on the Bonds shall be computed on a 360 day year, actual days
elapsed basis. The Original Purchaser shall provide the Borrower with such information as to
historical and current interest rates as the Borrower shall reasonably request from time to time.
All determinations of the interest rate hereunder shall be final and conclusive absent manifest
error. Interest shall accrue only on principal amounts actually deposited and from the date such
amounts are actually deposited into the Project Fund pursuant to Section 3.01 of this Bond
Agreement. Overdue principal and interest on the Bonds shall (to the extent legally enforceable)
bear interest at the Default Rate. Any interest on any Bond which is payable, but is not
punctually paid or duly provided for, may be paid in any lawful manner, at the discretion of the
Trustee.

       Section 2.03 Interest on the Bonds.

       (a)    From the Original Issue Date through first Reset Date, the principal amount of
outstanding Bonds shall bear interest at a fixed rate equal to ____________.

                                               14
         (b)     From the applicable Reset Date through the next applicable Reset Date, the
principal amount of outstanding Bonds shall bear interest at either a floating rate or a fixed term
rate, which shall be selected by the Borrower. If selected, the floating rate, adjusted monthly on
the first day of each month, shall equal (a) the LIBOR Rate plus ________________, per annum,
plus the then prevailing Liquidity Premium, (b) multiplied by the Bank Tax Exempt Multiplier.
If selected, the fixed rate shall equal (a) the Cost of Funds for the applicable Reset Period plus a
credit spread of _________________, per annum, (b) multiplied by the then prevailing Bank Tax
Exempt Multiplier.

        Section 2.04 Occurrence of a Determination of Taxability. The Bonds shall bear
interest, payable on the first Payment Date that is at least thirty days after the occurrence of a
Determination of Taxability with respect to all prior periods, computed at the rate set forth in this
Section (the “                  )
              Taxable Interest” (on a 360-day year, actual days elapsed basis) on the outstanding
principal amount of the Bonds (as reduced from time to time) from the date of the Event of
Taxability, less any interest already paid, from the date of the Event of Taxability to such
Payment Date. Thereafter, the Bonds shall bear Taxable Interest as defined in this Section and as
provided in this Section on the Bonds Outstanding on each Payment Date payable with respect to
the same period, at the same time and in the same manner as interest payments regularly paid
pursuant to this Bond Agreement.

        Taxable Interest payable on the Bonds for purposes of this Section shall be equal to the
then-applicable rate as adjusted pursuant to Section 2.03 herein. The Borrower shall also pay to
the Bondowners (and any former Bondowners holding Bonds during any period subsequent to an
Event of Taxability) as additional interest, the amount of penalties, additions to tax (exclusive of
any taxes imposed under Section 11 or any successor provision of the Code) or interest assessed
against the Bondowners (and former Bondowners) on account of a Determination of Taxability.

        Any Bondowner shall have the right, but not the obligation, to arrange for the contest of
an allegation that an Event of Taxability has occurred, by appropriate legal proceedings. In the
event no Bondowner shall contest the Event of Taxability, the Borrower shall have the option but
not the obligation to do so. If (i) the Borrower shall have made any additional payments to a
Bondowner or former Bondowner by reason of an Event of Taxability pursuant to this Section,
and (ii) it shall be successfully claimed for the taxable year in question that the interest on the
                                                                 s
Bonds for such taxable year is excluded from the Bondowner’ or former Bondowner’ taxable  s
income for federal income tax purposes (for this purpose a claim shall be deemed successful only
upon the occurrence of a “      determination,” as defined in Section 1313(a) or any successor
provision of the Code) or, if the Bondowner or former Bondowner shall not have included such
                              s                        s
interest in the Bondowner’ or former Bondowner’ taxable income for federal income tax
purposes upon expiration of the statute of limitations provided by Section 6501 or any successor
provision of the Code with respect to such taxable year, then the Bondowner or former
Bondowner (as the case may be) shall pay to the Borrower the amount of any such additional
payments which had been made by the Borrower to the Bondowner or former Bondowner, less
any actual expenses incurred by such Bondowner or former Bondowner as a result of the alleged
Event of Taxability. Upon successful challenge of an Event of Taxability, the interest rate on the
Bonds shall return to the interest rate ordinarily payable hereunder as if no Event of Taxability
had ever been alleged.


                                                 15
         Section 2.05 Prepayment of Bonds. No Bond may be called for redemption prior to
its stated maturity except as provided in Section 2.06; provided, however, that nothing herein
shall be deemed to limit the right of acceleration of Bond maturities upon the occurrence of a
Bond Default.

         Section 2.06 Optional Prepayment. Bonds may be prepaid at any time, in whole or in
part, at par and without premium if: (a) the Bonds are in a floating rate mode or (b) on any Reset
Date or (c) pursuant to the Optional Redemption Schedule approved by the Original Purchaser
(whether the Bonds are fixed rate or floating rate Bonds).

        If Bonds are in, or have been converted to, a fixed rate mode, such Bonds may be prepaid
at any time, in whole or in part, provided that, at the time of such prepayment, the Borrower also
pays a fee, equal to 30 basis points (.30%) times the principal amount of the Bonds prepaid.

       The Bonds are subject to redemption prior to maturity upon receipt by the Trustee of the
written request from the Borrower stating that it intends to prepay the Loan upon notice,
provided by the Trustee not less than 30 days prior to the redemption date, and thereby effect
redemption of the Bonds being redeemed, at par plus accrued interest to the redemption date.
The optional redemption schedule delivered to the Trustee on the Closing Date and described in
the Credit Agreement shall be deemed to satisfy the foregoing notice requirement. The Trustee
shall not be obligated to provide any further notice of any such scheduled payments to the
Original Purchaser.

        Section 2.07 Optional Redemption of Bonds Upon Occurrence of Certain
Extraordinary Events. The Bonds shall be subject to redemption, in whole or in part, at par
plus accrued interest to the Redemption Date at the option of the Borrower, or the Bondowners
by Requisite Consent. If the Project is affected as set forth below, each shall have an
independent option to have the Loan repaid in whole out of Net Proceeds of an insurance or
condemnation award relating to destruction or damage or condemnation of all or any part of the
Project, and to direct the Issuer (i) to call for redemption and prepayment all the Outstanding
Bonds if the Project taken, condemned or damaged as set forth below, or (ii) to call for
redemption and prepayment that amount of Outstanding Bonds as determined by the Trustee if:

                 The Project shall have been damaged or destroyed to such extent that, in the
                                                                     s
                 opinion of the Borrower expressed in a Borrower’ Certificate, or in the written
                 opinion of an independent architect acceptable to the Trustee and, if the
                 Original Purchaser then owns any of the Bonds, the Original Purchaser, filed
                 with the Issuer and the Trustee following such damage or destruction (i) the
                 completion of the Project will be delayed for at least six months, (ii) it is not
                 practicable or desirable to rebuild, repair or restore the Project within a period
                 of six consecutive months following such damage or destruction, or (iii) the
                 Borrower is or will be thereby prevented from carrying on its normal
                 operations for a period of at least six consecutive months;

                 Title to or the temporary use of all or substantially all of the Project shall have
                 been taken under the exercise of the power of eminent domain by any
                 governmental Issuer to such extent that, in the opinion of the Borrower


                                                16
                                               s
                  expressed in a Borrower’ Certificate, or in the written opinion of an
                  independent architect acceptable to the Trustee and, if the Original Purchaser
                  then owns any of the Bonds, the Original Purchaser filed with the Issuer and
                  the Trustee (i) the completion of the Project will be delayed for at least six
                  months, or (ii) the Borrower is or will be thereby prevented from carrying on
                  its normal operations at the Project site for a period of at least six consecutive
                  months;

                  Any court or administrative body of competent jurisdiction shall enter a
                  judgment, order or decree requiring the party occupying the Project to cease all
                  or any substantial part of its operations at the Project site to such extent that, in
                                                                              s
                  the opinion of the Borrower expressed in the Borrower’ Certificate, filed with
                  the Issuer and the Trustee, the party occupying the Project is or will be thereby
                  prevented from carrying on its normal operations at the Project site for a period
                  of at least six consecutive months;

                  As a result of any changes in the Constitution of Wisconsin or the Constitution
                  of the United States of America or of legislative or administrative action
                  (whether state or federal) or by final decree, judgment or order of any court or
                  administrative body (whether state or federal), this Bond Agreement shall have
                  become void or unenforceable or impossible of performance in accordance
                  with the intent and purposes of the parties as expressed herein, or unreasonable
                  burdens or excessive liabilities shall have been imposed on the Issuer or the
                  Borrower including, without limitation, federal, state or other ad valorem,
                  property, income or other taxes not being imposed on the date hereof; or

                                                                s
                  If it shall be discovered that the Borrower’ title to the Project shall be
                                                        s
                  materially defective, and the Borrower’ title to the Project shall be lost by
                  reason of such defect.

        In any such case, the Borrower or Bondowners shall, to exercise their respective option
hereunder, give notice to the Issuer, the Trustee and the Bondowners or the Borrower, as the case
may be, in writing of its or their intent to exercise this option and specifying the proposed
Redemption Date, within thirty (30) days following discovery of the event by the party
determining to exercise its option hereunder. The exercise of either party of its option to redeem
the Bonds shall be binding on all parties hereto. Within sixty (60) days after the giving of notice
as set forth above, the Borrower shall deposit with the Trustee a sum sufficient, together with
other funds held by the Trustee and available for such purpose (i) to redeem the Bonds, in whole
or in part, as applicable at a redemption price equal to the principal amount thereof, (ii) to pay
the interest which will become due on such Bonds to and including the Redemption Date, and
(iii) to pay all expenses of the Issuer and the Trustee accrued and to accrue through the
Redemption Date.

        If the Borrower shall have received proceeds of an insurance or condemnation award
relating to destruction or damage or condemnation of all or any part of the Project, and such net
proceeds exceed the amount necessary to rebuild, repair or restore the applicable Facility, the



                                                 17
Borrower agrees to direct the Issuer to call for redemption and prepayment Outstanding Bonds
equal to the amount of such resulting excess net proceeds.

        Section 2.08 Mandatory Tender at Option of Original Purchaser. The Bonds shall
be subject to mandatory tender, in whole, but not in part, at the option of the Original Purchaser,
so long as the Original Purchaser owns all of the Outstanding Bonds, on any Reset Date unless
the Original Purchaser elects, in its sole discretion, to continue to own the Bonds through the
next Reset Date. The Original Purchaser shall give prior written notice to the Borrower and the
Trustee of such mandatory tender by not less than ninety (90) days prior to any Reset Date. The
tender price in such event shall be 100% of the principal amount of the Bonds so redeemed, plus
all accrued interest to the Reset Date.

        Section 2.09 Purchase and Cancellation of Bonds. The Borrower shall have the right
to purchase any outstanding Bond and deliver it to the Trustee for cancellation. Also, the Trustee
may purchase any outstanding Bond for cancellation in accordance with this Bond Agreement.
Any such purchase and cancellation of a Bond shall ipso facto reduce the unpaid principal
balance of the Loan on the date of such cancellation by an amount equal to the principal amount
of such Bond. The reduction shall be applied to the principal installment on the Loan having the
same maturity as the Bond so purchased and cancelled. Nothing in this Section 2.09 shall
require the owner of any Bond to sell such Bond to any Borrower.

        Section 2.10 Notice and Effect of Redemption or Tender. Notice of the call for any
tender or redemption of Bonds prior to maturity shall be given by the Trustee by mailing a copy
of the tender or redemption notice by first-class mail not less than 15 nor more than 60 days prior
to the Redemption Date to the Bondowner of each Bond to be tendered or redeemed at the
address shown on the Bond Register; provided, however, that failure to give any such notice as
aforesaid or any defect therein with respect to any particular Bond shall not affect the validity of
any proceedings for the redemption of any other Bond.

        Each such notice shall (i) identify the particular Bonds or portions thereof to be redeemed
(including, at a minimum, certificate numbers and called amount for each certificate (for partial
calls), Redemption Date, redemption agent name and address, and other descriptive information,
if any, that accurately identifies the particular Bonds called for redemption), (ii) identify the
provisions of this Bond Agreement pursuant to which the Bonds are being redeemed, (iii)
identify the place of payment, (iv) state the applicable redemption price, including the premium,
if any, and (v) state that interest on the Bonds or portions thereof thus called for redemption will
cease to accrue from and after the Redemption Date specified therein.

        If pursuant to this Bond Agreement the Trustee shall hold funds in the form of cash or
Government Obligations which are available and will be sufficient in amount to pay the principal
of and premium, if any, on the Bonds or portions thereof thus called for redemption and to pay
the interest thereon to the Redemption Date, such Bonds or portions thereof shall cease to bear
interest from and after the Redemption Date in question.

        Section 2.11 Bonds to be Limited Obligations of the Issuer. The Bonds shall be
limited obligations of the Issuer payable by it solely from the Pledged Revenues. The Bonds
shall not constitute a debt or obligation of the Issuer, the county in which it is located, the State


                                                 18
of Wisconsin or any political subdivision thereof within the meaning of any State of Wisconsin
constitutional provision or statutory limitation and shall not be a charge against its or their
respective general credit or taxing powers and shall not give rise to a pecuniary liability of the
Issuer. In making the agreements, provisions and covenants set forth in this Bond Agreement,
the Issuer has not obligated itself, except to the extent that the Issuer is authorized to act pursuant
to Wisconsin law and except with respect to the Pledged Revenues. The Issuer and any of its
officials, officers, employees, members or agent shall have no monetary liability arising out of
the obligations of the Issuer hereunder or in any connection with any covenant, representation or
warranty made by the Issuer herein and neither the Issuer nor its officials shall be obligated to
pay any amounts in connection with the transactions contemplated hereby other than from
Pledged Revenues or other monies received from the Borrower.

       Section 2.12 Source of Payment. The principal of, premium, if any, and interest on
the Bonds shall be payable by the Issuer solely from the Pledged Revenues.

       Section 2.13 Pledged Revenues. The Pledged Revenues are hereby specifically,
irrevocably and exclusively pledged by the Issuer to the Trustee to secure the punctual payment
of the principal of, premium, if any, and interest on the Bonds, and shall be used for no other
purpose except as otherwise expressly authorized herein.

        Section 2.14 Form of Bonds. The Bonds shall be issuable only as fully registered
Bonds substantially in the form set forth in Exhibit B attached hereto, with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Bond
Agreement and may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon, as may be required to comply with the rules of any securities
exchange, or as may, consistently herewith, be determined by the officers executing such Bonds
as evidenced by their execution of the Bonds. There may be printed or otherwise reproduced on
any Bond form (i) the legal opinion of Bond Counsel, (ii) customary “        back panel” summary
information, (iii) restrictions on transfer in form approved by the Trustee as required in particular
instances, and (iv) any other information deemed necessary or appropriate by the Issuer or the
Trustee with the approval of Bond Counsel to give notice of information to Bondowners.
Pending the preparation of definitive Bonds the Issuer may execute and the Trustee shall
authenticate and deliver temporary Bonds, substantially of the tenor of the definitive Bonds in
lieu of which they are issued, in fully registered form, with such appropriate insertions,
                                                              s
omissions, substitutions and other variations as the Issuer’ Highest Elected Official and Clerk
may determine, as evidenced by their manual signing of such Bonds. If temporary Bonds are
issued, the Trustee will cause definitive Bonds to be prepared without unreasonable delay. After
the preparation of definitive Bonds, the temporary Bonds shall be exchangeable for definitive
                                                                s
Bonds upon surrender of the temporary Bonds at the Trustee’ Principal Office without charge to
the Bondowner. Upon surrender for cancellation of any one or more temporary Bonds, the
Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Bonds. Until so exchanged the temporary Bonds shall in all
respects be entitled to the same benefits hereunder as definitive Bonds, and the principal of,
premium, if any, and interest thereon, when and as payable, shall be paid to the Bondowners of
the temporary Bonds.




                                                  19
        Section 2.15 Execution of Bonds. The Bonds shall be executed on behalf of the Issuer
by the Highest Elected Official under the official seal of the City of Fitchburg on behalf of the
Issuer attested to by its Clerk. The signatures of the Highest Elected Official and Clerk on the
Bonds may be manual or facsimile. The official seal of the Issuer on the Bonds may be actually
impressed or imprinted or may be reproduced thereon by facsimile.

        Bonds bearing the manual or facsimile signatures of the persons who were the Issuer’  s
Highest Elected Official and Clerk at the time of the execution thereof shall be valid and
sufficient for all purposes notwithstanding that such persons or either of them have ceased to
hold such offices prior to the authentication and delivery of the Bonds or did not hold such
offices at the date of the Bonds. For this purpose a Bond executed by facsimile signature shall
be deemed to have been executed on the date of the printing thereof.

        Section 2.16 Authentication. No Bond shall be entitled to any benefit hereunder or be
valid for any purpose unless there appears on such Bond a certificate of authentication
substantially in the form set forth in Exhibit B, executed on behalf of the Trustee with the manual
signature of an authorized signatory of the Trustee. Such certificate of authentication executed
as aforesaid on a Bond shall be conclusive evidence that such Bond has been authenticated and
delivered hereunder.

        Section 2.17 Provision for Registration, Transfer and Exchange of Bonds. The
Trustee shall cause a register (herein sometimes referred to as the “              )
                                                                     Bond Register” to be kept for
the purpose of providing for the registration and transfer of Bonds in accordance with the
provisions of this Section 2.17 and such reasonable additional regulations as the Trustee may
prescribe. Subject to such regulations, any Bondowner may cause its address on the Bond
Register to be changed by giving written notice to the Trustee. At reasonable times and under
reasonable regulations established by Trustee, the Bond Register may be inspected and copied by
the Borrower, the Issuer or by Bondowners (or a designated representative thereof) of 10% or
more in aggregate principal amount of Bonds then Outstanding, the authority of such designated
representative to be evidenced to the satisfaction of Trustee.

        Each Bond shall be fully negotiable. Any Bond may be transferred but only by a written
                                                                         s
assignment duly executed by the Bondowner or by such Bondowner’ duly authorized legal
representative. Upon presentation and surrender of the Bond together with said executed form of
                            s
assignment at the Trustee’ Principal Office, the Trustee shall register the transfer in the Bond
Register; provided, however, that the Trustee shall have no obligation to register the transfer
unless the executed assignment shall be satisfactory to it in form and substance. Upon
registration of the transfer of a Bond, the Trustee shall cancel the surrendered Bond and the
Issuer shall issue, and the Trustee shall authenticate, one or more new Bonds of the same
maturity and interest rate and in the same aggregate outstanding principal amount as the
surrendered Bond.

       The Bondowner requesting any registration of transfer or exchange of Bonds shall pay
with respect thereto any resulting tax or governmental charge. All such payments shall be
                                                           s
conditions precedent to the exercise of the Bondowner’ rights of registration of transfer or
exchange. The Trustee shall not be required to register the transfer or to exchange any particular
Bond after such Bond has been selected for redemption. All registrations of transfer and


                                                20
exchanges of Bonds shall be accomplished in such manner that no increase or decrease in
interest payable on the Bonds results therefrom.

        Section 2.18 Persons Treated as Bondowners. The Issuer and the Trustee may treat
the person in whose name any Bond is registered as the absolute owner of such Bond for the
purpose of receiving payment of the principal of, premium, if any, and interest thereon and for
all other purposes whatsoever, whether or not such Bond is overdue and irrespective of any
actual, implied or imputed notice to the contrary.

        Section 2.19 Manner of Payment of Bonds. All principal installments of, premium, if
any, and interest on the Bond issued to the Original Purchaser shall be paid directly to the
Original Purchaser without presentation or surrender of the Bonds by the Original Purchaser to
the Trustee, except at final maturity. The Original Purchaser shall provide confirmation to the
Trustee and Bondowner promptly upon receipt of such payment which notice shall include the
date of payment, the amount of principal installments of, premium, if any, and interest paid on
the Bond. The interest on any Bond and the principal which is payable and is punctually paid or
duly provided for, on any Payment Date shall be paid by check payable to the order of the person
in whose name that Bond is registered as of the close of business on the Record Date for such
interest and mailed to such person at the address shown on the Bond Register, initially, the
Original Purchaser. Any interest on any Bond which is payable, but is not punctually paid or
duly provided for, may be paid in any lawful manner, at the discretion of the Trustee. The
principal of, premium, if any, and interest on all Bonds shall be paid in lawful money of the
United States of America.

        In any case where the date of maturity of interest on or principal of the Bonds or the date
                                                                                s
fixed for redemption of any Bonds shall be, in the city in which the Trustee’ Principal Office is
located, a Saturday, Sunday or a legal holiday, the payment of principal, premium, if any, and
interest need not be made on such date in such city but may be made on the next succeeding
Business Day.

         Interest and/or principal on any Bond which is payable, and is punctually paid or duly
provided for, on any Redemption Date that is not a regularly scheduled Payment Date, shall be
paid by check drawn by the Borrower, payable to the order of the person in whose name the
Bond is registered at the close of business on the day next preceding such Redemption Date,
initially the Original Purchaser.

        Section 2.20 Mutilated, Lost, Stolen or Destroyed Bonds. In the event any Bond is
mutilated, lost, stolen or destroyed, the Issuer may execute and the Trustee may authenticate a
new Bond of like date, maturity and denomination as the Bond mutilated, lost, stolen or
destroyed. In the case of any lost, stolen or destroyed Bond, there shall first be furnished to the
Issuer and the Trustee evidence of such loss, theft or destruction satisfactory to the Issuer and the
Trustee, together with indemnity satisfactory to them. In the event any such Bond shall have
matured, the Trustee instead of issuing a substitute Bond may pay the same without surrender
thereof. The Issuer and the Trustee may charge the Bondowner of such Bond with their
reasonable fees and expenses in this connection.




                                                 21
        Section 2.21 Trustee Designated as Bond Registrar. The Trustee shall be the bond
registrar for and in respect of all Bonds.

       Section 2.22 Disposition of Bonds Upon Payment; Safekeeping of Bonds
Surrendered for Exchange. All Bonds fully paid, fully redeemed or purchased by the Trustee
for cancellation under the provisions hereof shall be cancelled when such final payment,
redemption or purchase is made, and such cancelled Bonds shall be delivered to the Trustee. All
cancelled Bonds shall be destroyed by the Trustee by cremation, shredding or other suitable
means, and the Trustee shall execute a certificate of destruction in duplicate describing the
Bonds so destroyed and one executed certificate shall be filed with the Issuer and the other
executed certificate shall be retained by the Trustee.

        Section 2.23 Delivery of Bonds. Upon the execution and delivery of this Bond
Agreement, the Issuer shall issue and execute and deliver the Bonds to the Trustee, and the
Trustee shall authenticate such Bonds and deliver them to the purchaser(s) as may be directed by
the Issuer.

       Prior to the delivery of the Bonds by the Trustee there shall be filed with the Trustee:

                  A certified copy of the resolution(s) of the Issuer authorizing the issuance of
                  the Bonds and the execution and delivery of this Bond Agreement;

                  An original executed counterpart of this Bond Agreement; and

                  A request and authorization to the Trustee, executed on behalf of the Issuer by
                  its Highest Elected Official or Clerk, to deliver the Bonds to the purchaser(s)
                  therein identified, in the form and amount requested upon payment to the
                  Trustee, for the account of the Issuer, of a specified sum.

        Section 2.24 Parity. This Bond Agreement is for the equal and ratable benefit and
security of all Bonds issued and to be issued hereunder. All Bonds shall be of equal rank, and no
Bondowner shall be accorded a preference or priority over any other Bondowner except as
expressly authorized or provided herein.

        Section 2.25 Discharge. If the Issuer shall pay or cause to be paid from the Pledged
Revenues the principal, premium, if any, and interest due or to become due on the Bonds at the
times and in the manner stipulated therein, and if the Issuer shall not then be in default in any of
the covenants and promises in the Bonds and in this Bond Agreement expressed as to be kept,
performed and observed by it or on its part, and shall pay or cause to be paid to the Trustee all
sums of money due or to become due according to the provisions hereof, then these presents and
the estate and rights hereby granted shall cease, terminate and be void, whereupon the Trustee
shall cancel and discharge the lien of this Bond Agreement and execute and deliver to the Issuer
such instruments in writing as shall be requisite to cancel and discharge the lien hereof, and
reconvey, release, assign and deliver unto the Issuer any and all the estate, right, title and interest
in and to any and all property conveyed, assigned or pledged to the Trustee or otherwise subject
to the lien of this Bond Agreement, except moneys or securities held by the Trustee in separate
segregated trust accounts pursuant to this Bond Agreement for the payment of the principal of,
premium, if any, and interest on unpresented Bonds.

                                                  22
        Any Bonds shall be deemed to be paid when payment of the principal of and premium, if
any, on such Bond, plus interest thereon to the due date thereof (whether such due date be by
reason of maturity or upon redemption as provided herein, or otherwise) either (a) shall have
been made or caused to be made in accordance with the terms hereof, or (b) shall have been
provided for by irrevocably depositing with the Trustee, in trust and irrevocably setting aside
exclusively for such payment, (i) cash, without regard to any investment or reinvestment thereof,
sufficient to make such payment or (ii) Defeasance Obligations which are not callable prior to
maturity by the issuer thereof or anyone acting on its behalf maturing as to principal and interest
in such amounts and at such times, without regard to any investment or reinvestment thereof, as
will provide sufficient moneys, together with any uninvested cash, to make such payment, and
all necessary and proper fees and expenses of the Trustee pertaining to the Bond with respect to
which such deposit is made. At such time as a Bond shall be deemed to be paid hereunder as
aforesaid, it shall no longer be deemed to be outstanding hereunder and shall no longer be
secured by or entitled to the benefits hereof, except for the purposes of any such payment from
such moneys or Defeasance Obligations.

       Notwithstanding the foregoing, no deposit under (ii) of the immediately preceding
paragraph shall be deemed a payment of such Bonds as aforesaid until:

                  The deposit shall have been made under the terms of an escrow trust agreement
                  in form and substance satisfactory to the Trustee consistent herewith and a
                  verification report with respect to the sufficiency of such deposit prepared by
                  an independent certified public accountant shall have been delivered to the
                  Trustee;

                  In the case of an escrow trust deposit with respect to Bonds subject to
                  redemption prior to maturity at the option of the Borrower, the Borrower shall
                                                            s
                  have delivered an irrevocable Borrower’ Certificate designating when such
                  Bonds are to be paid or redeemed under terms of such escrow trust agreement;

                  In case of Bonds which are to be redeemed prior to maturity from such escrow
                  trust deposit, a redemption notice meeting the requirements of Section 2.10 and
                  stating that such Bonds are being redeemed from a deposit made pursuant to
                  this Section 2.25 shall either (i) have been given, or (ii) have been provided for
                  by delivery to the Trustee of irrevocable instructions for the giving of such
                  notice;

                  The Trustee shall have been furnished with an opinion of Bond Counsel to the
                  effect that the payment of the Bonds in accordance with said escrow trust
                  agreement will not adversely affect the excludability from gross income of the
                  Bondowners for federal income tax purposes and will not cause the Bonds to
                  be classified as “arbitrage bonds”under Section 148 of the Code; and

                  The Trustee shall have covenanted to give notice of such deposit to the
                  Bondowner of each Bond outstanding at the address shown on the Bond
                  Register.



                                                23
        All moneys or Defeasance Obligations set aside and held in trust pursuant to the
provisions of this Article for the payment of Bonds (including interest and premium thereon, if
any) shall be applied to and used solely for the payment of the particular Bonds (including
interest and premium thereon, if any) with respect to which such moneys and Defeasance
Obligations have been so set aside in trust.

       If moneys or Defeasance Obligations have been deposited or set aside with the Trustee
pursuant to this Article for the payment of Bonds and the interest and premium, if any, thereon
and such Bonds and the interest and premium, if any, thereon shall not have in fact been actually
paid in full, no amendment to the provisions of this Section 2.25 shall be made without the
consent of the Bondowner of each of the Bonds affected thereby.

       Section 2.26 Conversion of Bonds.

        1.      Conversion to Adjusted Interest Rate. While the Bonds bear interest at the Bank
Held Rate, the Bonds may be converted to bear interest at the Adjusted Interest Rate as follows:
no later than 45 days, nor more than 90 days, prior to a Adjusted Interest Rate Conversion Date
(unless a shorter notice be acceptable to the Trustee, Issuer and the Original Purchaser), the
Borrower shall give an Adjusted Interest Rate Conversion Notice to the Trustee, the Issuer, and
the Original Purchaser which notice shall include a written undertaking of a Remarketing Agent
to establish the Adjusted Interest Rate on the Bonds and to remarket the Bonds on the Adjusted
Interest Rate Conversion Date and shall describe the Letter of Credit and identify a Letter of
Credit Provider.

        The parties hereto, along with the Remarketing Agent and Letter of Credit Provider, shall
further agree to enter into such amended documents, including the amendment and restatement
of this Bond Agreement with a trust indenture and a loan agreement, as necessary, to effectuate
such conversion, which agreements shall contain the same economic terms and substantially the
same provisions as this Bond Agreement; provided, further, that the Original Purchaser must also
consent to such transaction unless the Bonds are purchased at par plus all accrued interest and
any prepayment fee. Such agreement shall, without limitation, provide for each of the following:

       (A)    Each Letter of Credit shall have the following terms and provisions:

                 (a) the Letter of Credit shall be issued by a Letter of Credit Provider and shall
  permit demands to be made against it for each payment on the Bonds, including periodic
  interest payments, principal payments, redemption of Bonds (which shall be permitted at any
  time for any such Bondowner), and any payments upon the acceleration of the Bonds upon an
  Event of Default;

                 (b) the Letter of Credit shall have a Letter of Credit Expiration Date
  acceptable to the Trustee and the Issuer;

                (c) the Letter of Credit shall be in an amount not less than the sum of (i) the
  maximum principal amount of Bonds that will be Outstanding commencing on the first date
  on which draws are permitted thereunder, plus (ii) such interest thereon as is determined by
  the Borrower, the Trustee and the Remarketing Agent to be 15 days more than the scheduled


                                               24
  interest payment periods (whether monthly, quarterly or such other period of time) for the
  Bonds, at the stated Maximum Rate for such period; and

                  (d) the Letter of Credit shall be issued in favor of and delivered to the Trustee.

The Trustee shall not accept any instrument as a Letter of Credit unless it determines to its
satisfaction that the foregoing conditions have been satisfied, and unless the Trustee shall have
been furnished with (i) an opinion of independent counsel to the effect that the Letter of Credit
has been duly authorized, executed and delivered and is a legally valid and binding obligation of
the Letter of Credit Provider enforceable in accordance with its terms (subject to customary
exceptions as to enforceability), (ii) a preference opinion relating to the proceeds of the Letter of
                                                                                 s
Credit, and (iii) an opinion of Bond Counsel to the effect that the Trustee’ acceptance of the
Substitute Letter of Credit will not result in an Event of Taxability.

        (B)    The Remarketing Agent shall agree to remarket Bonds (including any beneficial
ownership interests in Bonds) pursuant to this Bond Agreement on a “    best efforts”undertaking
on its part and shall not obligate it to purchase Bonds (or beneficial ownership interests) for its
own account or to advance funds for the account of any of its customers or prospective
purchasers of Bonds (or beneficial ownership interests). The Borrower shall, at its expense,
furnish the Remarketing Agent with a prospectus meeting the requirements of applicable state
and federal securities laws as a condition precedent to the institution by the Borrower of the
                                                         s
remarketing described herein. The Remarketing Agent’ compensation for remarketing shall be
fixed by agreement between the Borrower and the Remarketing Agent within the range of
customary charges by investment bankers for similar services and shall be paid by the Borrower.

        (C)      From the Adjusted Interest Rate Conversion Date to another Conversion Date, the
Bonds shall bear interest at the Adjusted Interest Rate, determined from time to time in
accordance with the provisions of this Bond Agreement, payable quarterly (or such other period
of time as may agreed upon by the parties) on the first Business Day of each applicable payment
period and on any mandatory tender date and at maturity. The Adjusted Interest Rate shall be
determined on the applicable date with respect thereto and shall be the lesser of (i) the Maximum
Rate, or (ii) the minimum rate of interest which, in the judgment of the Remarketing Agent,
under prevailing market conditions, taking into account the current rates for tax-exempt debt
securities, comparable in length of interest rate adjustment periods, liquidity, security and
creditworthiness to the Bonds, would enable the Bonds to be sold at a price of par, plus accrued
interest, if any, on the first day of the Adjusted Rate Calculation Period. The Remarketing Agent
shall determine the Adjusted Interest Rate for each Adjusted Interest Rate Calculation Period on
the corresponding Adjusted Interest Rate Calculation Period, and shall notify the Trustee of such
determination on such date by telephone, promptly, confirmed in writing, or by facsimile.
Interest accruing at the Adjusted Interest Rate shall be computed on the basis of a 365 or 366-day
year, as the case may be, and the actual number of days elapsed.

        2.      Conversion to Bank Held Rate. While the Bonds bear interest at the Adjusted
Interest Rate, the Bonds may be converted to bear interest at the Bank Held Rate as follows: no
later than 90 days, nor more than 180 days, prior to a Conversion Date (unless a shorter notice be
acceptable to the Trustee, Issuer and the Original Purchaser), the Borrower shall give an
Conversion Notice to the Trustee, the Issuer, the Letter of Credit Provider and the Remarketing


                                                 25
Agent which notice shall include a written undertaking of the proposed purchaser of the Bonds to
purchase all of the Bonds. The parties thereto further agree to enter into such amended
documents to effectuate the foregoing which agreements shall contain the same economic terms
and substantially the same provisions as this Bond Agreement.


                                          ARTICLE III

                                   FUNDS AND ACCOUNTS

        Section 3.01 Application of Proceeds of Bonds. The Trustee shall deposit the amount
received by it for the account of the Issuer on the Original Issue Date into the Project Fund. It is
the intention of the Issuer, the Original Purchaser and the Borrower that the entire $5,000,000
principal amount of the Bonds will not be funded on the Original Issue Date. Rather, the
                                    s
Borrower shall submit Borrower’ Requisitions meeting the requirements of and submitted in
                                                                                      s
accordance with Section 4.02. The Original Purchaser shall review the Borrower’ Requisition
                                                     s
and, if Original Purchaser approves the Borrower’ Requisition as further provided in Article
                                                                                   s
XIII hereof, the Original Purchaser shall forward the amount of the Borrower’ Requisition to
the Trustee for deposit into the Project Fund Account.

        Section 3.02 Project Fund. There is hereby created by the Issuer and ordered
established with the Trustee a Trust Fund (the “                       )
                                                Project Fund Account” to be designated with the
name of the Bonds and the account related thereto. The Trustee shall deposit into the Project
Fund Account, from time to time when and as received, the amounts specified in Section 3.01
and any additional moneys which the Borrower may deliver to the Trustee from time to time
with the instruction that such moneys be deposited into the Project Fund Account.

       The Trustee is hereby authorized and directed to disburse moneys from the Project Fund
Account to pay (or reimburse the Borrower for) Project Costs. Except as otherwise provided
                                                                  s
below, such disbursements shall be made only upon a Borrower’ Requisition made by or on
behalf of the Borrower meeting the requirements of and submitted in accordance with
Section 4.02.

      In addition, disbursements from the Project Fund Account shall be subject to such further
terms and conditions as may be contained in the Credit Agreement and the Disbursing
Agreement (as defined in the Credit Agreement).

       If an Event of Default shall have occurred and be continuing, the Trustee (without any
authorization from the Borrower) may, if the Trustee has accelerated the Bonds under
Section 8.02, apply moneys in the Project Fund Account in accordance with Section 8.06.

       Upon the closing of the Project Fund Account in accordance with Section 4.05, any
remaining balance in the Project Fund Account shall be transferred to the Bond Fund.

       Section 3.03 Bond Fund. There is hereby created by the Issuer and ordered established
with the Trustee a Trust Fund to be designated with the name of the Bonds and the label “Bond
Fund.”


                                                26
       The Trustee shall deposit into the Bond Fund, when and as received:

                 All payments from or for the account of the Borrower on the Loan (except
                 prepayments of principal and the premium, if any, thereon required to be
                 deposited into the Redemption Fund pursuant to Section 3.04) pursuant to
                 Section 4.06; and

                 Moneys required to be transferred to the Bond Fund from other Trust Funds or
                 from Pledged Revenues in accordance with this Bond Agreement.

        The Issuer covenants that it will deposit or cause to be deposited into the Bond Fund, but
solely from Pledged Revenues, amounts sufficient to pay when due the principal of and interest
on the Bonds. Except as otherwise expressly provided herein, moneys in the Bond Fund shall be
used solely for the payment of principal of and interest on the Bonds when due at stated maturity,
upon redemption prior to maturity, upon acceleration of maturity, or otherwise in accordance
with the terms hereof. The Issuer hereby authorizes and directs the Trustee to withdraw
sufficient moneys from the Bond Fund to pay the Bonds and the interest thereon as the same
become due and payable.

        Section 3.04 Redemption Fund. There is hereby created by the Issuer and ordered
established with the Trustee a Trust Fund to be designated with the name of the Bonds and the
label “Redemption Fund.”

       The Trustee shall deposit into the Redemption Fund, when and as received:

                 All prepayments of principal by the Borrower on the Loan pursuant to
                 Section 4.10, together with the premium, if any, thereon; and

                 Moneys required to be transferred to the Redemption Fund from other Trust
                 Funds in accordance with this Bond Agreement.

        The Issuer hereby authorizes and directs the Trustee to (i) transfer funds from the
Redemption Fund to the Bond Fund when and as required to pay the principal of any Bonds
called for redemption in accordance with this Bond Agreement; (ii) withdraw funds from the
Redemption Fund to pay any premiums payable on Bonds called for redemption in accordance
with this Bond Agreement; and (iii) transfer funds from the Redemption Fund to the Bond Fund
to pay the final payment of principal on the Bonds at the last maturity thereof. Except to the
extent moneys in the Redemption Fund are needed for the purposes described in the foregoing
clauses (i) and (ii), the Trustee is authorized to use funds in the Redemption Fund for the
purchase of Bonds for cancellation; provided that such purchases shall be made only to the
                                                    s
extent authorized by the Borrower in a Borrower’ Certificate; and provided further that the
purchase price for any Bond so purchased shall not exceed the principal amount thereof plus any
accrued and unpaid interest thereon.

       Section 3.05 Insurance and Condemnation Proceeds Fund. There is hereby created
by the Issuer and ordered established with the Trustee a Trust Fund to be designated with the
name of the Bonds and the label “Insurance and Condemnation Proceeds Fund.”


                                               27
        The Trustee shall deposit into the Insurance and Condemnation Proceeds Fund, when and
as received, the Net Proceeds of title insurance claims, casualty insurance claims and eminent
domain awards in accordance with and to the extent provided in Section 6.05.

        The Trustee is hereby authorized and directed to use moneys in the Insurance and
                                                                                        s
Condemnation Proceeds Fund in accordance with directions from the Borrower in a Borrower’
                                        s
Certificate, with the Original Purchaser’ consent (subject, however, to the rights of the
Bondowners to require prepayment on the Bonds pursuant to Section 2.07), for any of a
combination of the following purposes:

                 To pay or reimburse the Borrower for the costs of repairing, restoring,
                 replacing or rebuilding any of the Project damaged or destroyed by fire or other
                 casualty, provided that such disbursements shall be made only upon a
                            s
                 Borrower’ Requisition substantially in the same form and manner as provided
                 for disbursements from the Project Fund Account, provided, however, that such
                 new property shall be subject to Mortgage to the satisfaction of the Trustee and
                 the Original Purchaser;

                 To pay or reimburse the Borrower for the costs of acquiring or constructing
                 other land and facilities in the Issuer to replace any property destroyed by fire
                 or other casualty, taken by eminent domain or lost by reason of title defect,
                 provided that such disbursements shall be made only upon a Borrower’            s
                 Requisition substantially in the same form and manner as provided for
                 disbursements from the Project Fund Account, provided, however, that such
                 new property shall be subject to the Mortgage to the satisfaction of the Trustee
                 and the Original Purchaser; or

                 To transfer to the Redemption Fund if the Borrower elects to prepay, all or a
                 portion of the Loan pursuant to Sections 2.06 or 2.07 or the Bondowners elect
                 to require prepayment of all of the Loan pursuant to Section 2.07.

        Section 3.06 Rebate Credit Account; Arbitrage. There is hereby created and
established a “ Rebate Credit Account” which shall be held by the Trustee and which shall be
used solely for the purpose of making payments in accordance with the requirements of
Section 148 of the Code, and applicable regulations thereunder. On each Computation Date, the
Borrower shall compute or cause to be computed the amount of rebatable arbitrage earned by the
Issuer during the previous Computation Period. Computation Dates shall be December ___,
2015 (or such other date as the Borrower may elect as permitted by Section 148 of the Code and
applicable regulations) and each fifth anniversary of such date thereafter so long as any of the
Bonds are outstanding after such Computation Date. The final Computation Date shall be the
date the last Bond is paid for and redeemed. The Computation Period shall be, as of each
Computation Date, the period from the next previous Computation Date (or from the Original
Issue Date, for the first Computation Period).

       The amount computed to be the minimum required payment of rebatable arbitrage as of
each Computation Date (the “                           )
                               Rebate Credit Amount” shall be paid by the Borrower to the
Trustee for deposit to the Rebate Credit Account as of such Computation Date. The Borrower


                                               28
has agreed in Section 4.07 to fund the deficiency if the amounts on deposit in the funds and
accounts created by this Bond Agreement are less than the Rebate Credit Amount. The Trustee
may, but is not obligated to hire such experts as it deems necessary to check any calculation
made by the Borrower, which shall be an expense of the Trustee paid by the Borrower under
Section 4.07. All earnings from the reinvestment of any amounts in the Rebate Credit Account
shall remain in the Rebate Credit Account.

        Within 60 days of each Computation Date, the Borrower shall cause the Trustee to pay to
the United States at least 90% of the rebatable arbitrage as of such Computation Date, and within
60 days of the final Computation Date, the Borrower shall cause the Trustee to pay to the United
States all of the rebatable arbitrage as of the final Computation Date and any income attributable
to such rebatable arbitrage; provided, however, that no such income shall be included in the final
rebate payment if such income is less than $300. The Trustee shall pay such amounts by check
or draft to the United States; and file a copy of the Form 8038 received from the Borrower with
respect to the Bonds and a statement summarizing the determination of the amount required to be
paid to the United States with the Internal Revenue Service Center, Ogden, Utah 84201.

        Notwithstanding anything to the contrary in this Section, rebatable arbitrage shall be
calculated and paid as provided in Section 148(f) of the Code and applicable regulations
thereunder. In the event the Issuer or the Borrower is of the opinion (supported by an opinion of
Bond Counsel) that it is necessary or advisable to restrict or limit the yield on the investment of
any moneys held in any Trust Fund in order to avoid the Bonds being considered “           arbitrage
bonds” within the meaning of Section 148(f) of the Code, the Issuer may (and shall if so
requested by the Borrower) issue to the Trustee a written certificate to such effect together with
appropriate written instructions, in which event the Trustee shall take such action as is necessary
so to restrict or limit the yield on such investment in accordance with such certificate and
instructions, irrespective of whether the Trustee shares such opinion.

        Section 3.07 Trust Funds Held in Trust. All Trust Funds shall be held in trust in the
custody of the Trustee, subject to the provisions hereof which permit disbursements from the
Trust Funds. All moneys and securities held in Trust Funds, except the Rebate Credit Account,
shall be subject to the first lien of this Bond Agreement thereon and shall not be subject to lien,
attachment, garnishment or other claims or proceedings by other creditors of the Borrower or the
Issuer (other than the Original Purchaser and the Trustee for the benefit of the Bondowners).

       Section 3.08 Permitted Investment of Trust Funds. Moneys held in the Trust Funds,
upon the direction of the Borrower, shall be separately invested and reinvested by the Trustee in
accordance with this Article. Each investment shall be held by or under the control of the
Trustee and shall be deemed at all times to be part of the particular Trust Fund in which such
moneys were held. Income, profit and loss from any such investment shall be credited or
charged to the particular Trust Fund for whose account the investment was made.

       All such investments and reinvestments shall be made in Qualified Investments having a
maturity not later than the estimated time when the moneys so invested will be needed for the
purposes of the Trust Fund of which they are a part.




                                                29
        The Trustee may make and execute any such investment through its own bond
department, money center or other investment operation or through the bond department, money
center or investment operation of any affiliated bank.


                                        ARTICLE IV
                                      TERMS OF LOAN

       Section 4.01 Amount and Source of Loan. The Issuer will lend to the Borrower and
the Borrower will borrow from the Issuer, upon the terms and conditions specified herein, the
Bond Proceeds by causing such Bond Proceeds to be credited to the Project Fund Account under
Section 3.01 for disbursement in accordance with Section 4.02. The Issuer shall be obligated to
lend only moneys transferred to the Trustee from the Original Purchaser for deposit in the
                                                                    s
Project Fund Account, as evidenced by the Original Purchaser’ approval of a Borrower’          s
Requisition in the form set forth in Exhibit D attached hereto. The outstanding principal amount
of the Loan shall at all times be in balance with the aggregate principal amount of the Bonds
Outstanding.

        Section 4.02 Withdrawals from the Project Fund Account.                   As limited by
Section 3.02, the Issuer has authorized and directed the Trustee to disburse money from the
Project Fund Account in payment or reimbursement of Project Costs certified by the Borrower,
or otherwise satisfactorily established, to be due and payable or to have been paid or incurred by
or on behalf of the Borrower. The Trustee shall not disburse any funds from the Project Fund
                                                  s
Account except upon receipt of a Borrower’ Requisition in the form attached hereto as
Exhibit D, approved and funded by the Original Purchaser.

       In addition, the Borrower recognizes the right of the Trustee or the Original Purchaser to
require additional documentation regarding the progress of the Project, absence of liens,
percentage of completion, incurrence of costs and similar matters prior to disbursing moneys
from the Project Fund Account, where deemed reasonably necessary. Such documents may
include without limitation:

                 Evidence (which may be in the form of acknowledgments of governmental
                 authorities having jurisdiction over the Project, or of public utilities) that all
                 off-site and on-site utilities, including without limitation those for electricity,
                 natural gas, water and sewage, are available to the Project;

                 Copies of licenses, permits and all certificates required by any governmental
                 authority in connection with the construction of the Project; and

                 If requested by the Trustee, a statement by the Borrower and any subcontractor
                 as to its subcontract, in form and in substance satisfactory to the Trustee,
                 setting forth the names, addresses and amounts due or to become due, the
                 amounts previously paid to every subcontractor, person, firm or corporation
                 furnishing materials or performing labor entering into the construction of any
                 part of the Project and lien waivers duly executed in a form acceptable to the
                 Trustee, delivered before or contemporaneously with the Trustee’             s
                 disbursement of Bond proceeds.

                                                30
        Section 4.03 Establishment of Completion Date. The Completion Date shall be the
date on which the Trustee shall acknowledge receipt of the following items, which the Borrower
shall furnish to the Trustee with respect to the Project:

                  A certificate signed by the Borrower or an independent architect stating, or
                  other satisfactory evidence establishing, that the construction, acquisition,
                  purchase, improving or installation of the Project has been completed, but that
                  the certificate is given without prejudice to any rights against third parties
                  which exist at the date thereof or which may subsequently come into being;

                  A certificate signed by the Borrower stating, or other satisfactory evidence
                  establishing, that the entire Project Costs to be paid from Bond proceeds have
                  been paid or are then due and payable pursuant to Section 4.02; and

                  If necessary, a certificate of occupancy for the Project issued by the
                  governmental authority having jurisdiction.

       Section 4.04 Completion Date. The Project will be completed within 36 months of the
Original Issue Date, and all amounts in the Project Fund Account will be expended within 36
months of the Original Issue Date.

        Section 4.05 Distribution of Project Fund Account on Completion Date. On the
Completion Date, any balance remaining in the Project Fund Account shall be disbursed by the
Trustee to or for the benefit of the Borrower or on its order in such amount as may be necessary
(and all thereof shall be disbursed if necessary) to pay, or to reimburse the Borrower for the
payment of, any Project Costs which have not been paid previously by the Borrower or have not
been reimbursed to the Borrower, as the case may be, in accordance with the provisions of
Section 4.02. Any balance then remaining in the Project Fund Account in excess of amounts, if
any, disbursed as provided above, shall be transferred to the Bond Fund and shall be used to pay
principal and interest on the Bonds as same shall become due and payable within ninety (90)
days of the Completion Date.

        Section 4.06 Repayment of Loan. The Borrower will pay to the Trustee at the
         s
Trustee’ Principal Office for the account of the Issuer, and for deposit in the Bond Fund, in
immediately available funds on each Payment Date, the exact amount of interest and principal
payable on that Payment Date. This provision shall be construed so that the obligation of the
Borrower shall never be greater than to have on deposit in the Bond Fund on any Payment Date
the exact amount of principal and interest due on the Bonds on that Payment Date (except for the
amount of additional payments required by Section 2.04 and Section 4.07 and amounts necessary
to provide for the mandatory redemption of Bonds at the time and in the manner provided
herein). In the event the Borrower should fail to make any of the payments required in this
Section 4.06, the item so in default shall continue as an obligation of the Borrower until the
amount in default shall have been fully paid, and the Borrower agrees to pay such amount with
interest thereon (including, to the extent permitted by law, interest on the overdue installments of
interest) at the Default Rate on those Bonds as to which such default exists.




                                                31
        Section 4.07 Additional Payments. The Borrower will also pay the following amounts
to the following persons:

                  To the Trustee, when due, all fees of the Trustee for services rendered
                  hereunder and all reasonable fees and charges of counsel, accountants,
                  engineers, consultants and others incurred in the performance on request of the
                  Trustee of any and all services hereunder for which the Trustee and such other
                  persons are entitled to payment or reimbursement; and

                  To the Trustee, for deposit into the Rebate Credit Account, the amount needed
                  to be paid to comply with Section 148 of the Code and Section 3.06.

                                  s
        Section 4.08 Borrower’ Obligations Unconditional. The Borrower’ obligations   s
under Section 4.06 shall be in the nature of a Loan and shall be evidenced by a Promissory Note
in the form set forth in Exhibit C attached hereto. All payments required of the Borrower
hereunder shall be paid without notice or demand and without set-off, counterclaim, abatement,
deduction or defense. Except as expressly provided herein, the Borrower will not suspend or
discontinue any Loan Repayments, will perform and observe all of its other agreements in this
Bond Agreement, and will not terminate this Bond Agreement for any cause, including but not
limited to any acts or circumstances that may constitute failure of consideration, destruction of or
damage to the Project, eviction by paramount title, commercial frustration of purpose,
bankruptcy or insolvency of the Issuer, the Trustee or the Original Purchaser, change in the tax
or other laws or administrative rulings or actions of the United States of America or of the State
of Wisconsin or any political subdivision thereof or failure of the Issuer to perform and observe
any agreement, whether express or implied, or any duty, liability or obligation arising out of or
connected with this Bond Agreement.

        Section 4.09 Credit for Accrued Interest and Investment Earnings on Bond Fund.
The accrued interest, if any, deposited in the Bond Fund pursuant to Section 3.01 shall be
credited against the first payment of interest due hereunder. Any earnings from the investments
of Bond Fund balances shall be applied to the payment of interest on the Bonds and credited
against payments of interest hereunder at the earliest opportunity.

       Section 4.10 Prepayment of Loan. Subject to the provisions of Section 2.09, the
Borrower may at any time transmit funds directly to the Trustee, for deposit in the Redemption
Fund, in addition to amounts, if any, otherwise required at that time pursuant to this Bond
Agreement, and direct that the money be utilized by the Trustee to:

                  Provide for the payment of Bonds prior to their maturity dates, as provided in
                  Section 2.05 and Section 2.06; or

                  Purchase Bonds, in accordance with the provisions of Section 2.09, which
                  Bonds shall be cancelled by the Trustee.

       Section 4.11 Other Security. In addition to the revenues set forth in this Bond
Agreement out of which the Bonds shall be payable, the Bonds shall be secured as otherwise
described herein and in the Security Documents.


                                                32
       Section 4.12                     s
                      Nature of Borrower’ Obligations.

        The obligations of the Borrower hereunder and under the Promissory Note shall be
absolute and unconditional; and nothing whatever except actual full payment and performance to
the Issuer of such obligations shall operate to discharge the liability of the Borrower hereunder.

                  s
        Borrower’ obligations hereunder include any payments required hereunder or under any
of the Security Documents.


                                  ARTICLE V
                         S
                   ISSUER’ REPRESENTATIONS AND COVENANTS

       Section 5.01 Payment of Principal and Interest. The Issuer covenants that it will
promptly pay or cause to be paid, the principal of, and interest and premium, if any, on every
Bond issued hereunder at the place, on the dates and in the manner and solely from the source
provided herein and in the Bonds, according to the terms thereof. Notwithstanding the
foregoing, the principal of, premium, if any, and interest on the Bonds are payable solely from
the Pledged Revenues, which Pledged Revenues are hereby specifically assigned and pledged to
the payment thereof in the manner and to the extent herein specified and from funds provided by
the Borrower as provided herein.

        Section 5.02 Performance of and Authority for Covenants. The Issuer covenants
that it will faithfully perform at all times any and all covenants, undertakings, stipulations and
provisions contained herein, in any and every Bond executed, authenticated and delivered
hereunder and in all proceedings of its governing body pertaining thereto, and it is duly
authorized under the Constitution and laws of the State of Wisconsin to issue the Bonds
authorized hereby, to make a loan for the purpose of financing Project Costs, and to assign and
pledge the Pledged Revenues, in the manner and to the extent herein set forth; and that all action
on its part for the issuance of the Bonds and the execution and delivery of this Bond Agreement
has been duly and effectively taken.

       Section 5.03 Right to Payments; Instruments of Further Assurance. The Issuer
covenants that it will defend against the claims and demands of all persons whomsoever its right
to the payment of amounts due from the Borrower under this Bond Agreement and the
Promissory Note, for the benefit of the Bondowners. The Issuer covenants that it will do,
execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered,
such indentures supplemental hereto and such further acts, instruments and transfers as the
Trustee may reasonably require for the better assuring, transferring, conveying, pledging,
assigning and confirming unto the Trustee all and singular the rights assigned hereby and the
amounts pledged hereby to the payment of the principal of, premium, if any, and interest on the
Bonds. The Issuer covenants and agrees that, except as herein provided, it will not sell, convey,
mortgage, encumber or otherwise dispose of any part of the revenues and receipts from this Bond
Agreement and the Promissory Note nor its rights under this Bond Agreement and the
Promissory Note.

       Section 5.04 Title to Project. The Issuer acknowledges that, as between the Issuer and
the Borrower, neither the Issuer nor the Trustee shall be entitled to or have any security interest

                                                33
                                           s
in or lien upon the Project or the Borrower’ title to and interest in the Project other than
pursuant to the Security Documents.

        Section 5.05 Cooperation of the Issuer, Original Purchaser and Trustee. So long as
no Event of Default has occurred and is continuing and subject to the provisions in the Security
Documents, the Issuer, Original Purchaser and Trustee will cooperate fully with the Borrower in
filing any proof of loss with respect to any insurance policy covering casualties referred to in
Section 6.05 and in the handling and conduct of any litigation arising with respect thereto, and
will, to the extent they may lawfully do so, permit the Borrower to litigate in any such litigation
or proceeding in the name and on behalf of the Trustee and/or the Original Purchaser, provided
that the Issuer will not be required to prosecute any such litigation. So long as no Event of
Default has occurred and is continuing, the Trustee and the Original Purchaser will cooperate
fully with the Borrower in the handling and conduct of any prospective or pending condemnation
proceedings affecting the Project, and will, to the extent it may lawfully do so, permit the
Borrower to litigate in any such litigation or proceeding in the name and on behalf of the Trustee
and/or the Original Purchaser. So long as no Event of Default has occurred and is continuing, in
no event will the Issuer or Trustee voluntarily settle or consent to the settlement of any
proceeding arising out of any insurance claim, or any prospective or pending condemnation
proceeding, with respect to the Project without the written consent of the Borrower.

         Section 5.06 Performance by Issuer. Notwithstanding anything in this Agreement to
the contrary, the Issuer shall be under no obligation to take any action or execute, prepare or
deliver any instrument or document until it shall have received assurances satisfactory to it that
the Borrower or the Original Purchaser shall pay in advance or reimburse it (at the Issuer’      s
option) for its reasonable expenses incurred or to be incurred in connection with the taking of
such action, (including reasonable attorneys’fee) and shall be indemnified against any possible
liability arising out of the taking of such action in accordance with Section 6.08 hereof.


                              ARTICLE VI
                        S
                BORROWER’ REPRESENTATIONS AND COVENANTS

       Section 6.01 Representations by the Borrower. Except as stated herein, the Borrower
makes the following representations as the basis for its covenants:

               (a) TJM is a duly organized and validly existing Wisconsin limited liability
  company. Placon is a duly organized and vilidly existing Wisconsin corporation.

                 (b) The Borrower is authorized to execute, deliver and perform its obligations
  hereunder and to execute and deliver, and, where appropriate, to file or record, this Bond
  Agreement, the Promissory Note, the Security Documents and such other papers, document or
  instruments as shall be necessary to carry out the intention and purpose hereof.

                  (c) The execution and delivery of this Bond Agreement, the Promissory Note
  and the Security Documents, the consummation of the transactions contemplated by such
  instruments, and the fulfillment of the terms and conditions of such instruments do not and
                                                                                                s
  will not conflict with or result in a breach of any of the terms or conditions of the Borrower’
  Organizational Documents, or any mortgage, indenture, loan agreement or other restriction or

                                                34
  of any agreement or instrument to which the Borrower is now a party or to which any property
  of the Borrower is subject, and do not and will not constitute a default under any of the
  foregoing or result in the creation or imposition of any lien, charge or encumbrance of any
  nature upon any of the property or assets of the Borrower contrary to the terms of any
  instrument or agreement to which the Borrower is a party or by which any of its property or
  assets is bound.

                  (d) The assistance in the financing of the Project by the Issuer has been and is
  a substantial inducement to the Borrower to undertake the Project.

                (e) The Bond Proceeds to be credited to the Project Fund Account in
  accordance with Section 3.02 are estimated, on the date hereof, to be sufficient, with other
  amounts to be provided by the Borrower, to pay Project Costs.

                (f) The Borrower does not rely on any warranty of the Issuer, the Trustee or
  the Original Purchaser either express or implied, that the Project will be suitable to the
            s
  Borrower’ needs.

                  (g) There is not pending any suit, action or proceeding against or affecting the
  Borrower before or by any court, arbitrator, administrative agency or other governmental
  authority which materially and adversely affects the validity, as to the Borrower, of any of the
  transactions contemplated by this Bond Agreement or the ability of the Borrower to perform
  its obligations hereunder or as contemplated by this Bond Agreement.

                 (h) The Project as designed and proposed to be operated meets, on the date
  hereof, all material requirements of law, including requirements of any federal, state, county,
  city or other governmental authority having jurisdiction over the Borrower, the Project or its
  use and operation, including, without limitation, any zoning, land use or similar laws and
  regulations.

                 (i) As of the date hereof, the Borrower has, or will obtain, as required
  throughout the construction and operation of the Project, and will obtain all necessary
  approvals, whether legal or administrative, from all applicable federal, state or local entities or
  agencies required, for the purchase, construction and operation of the Project.

                  (j) The business of the Borrower has been operated in material compliance
  with all Environmental Laws, the Borrower is not subject to any Environmental Liability
  relating to the conduct of its respective business and no facts or circumstances exist which
  could give rise to such Environmental Liabilities. No notice has been served on the Borrower
  claiming any violation of Environmental Laws, asserting Environmental Liability or
  demanding payment or contribution for Environmental Liability or violation of Environmental
  Laws.

       Section 6.02 Completion of Project by the Borrower. The Borrower agrees that it
has completed, or will complete the Project as promptly as practicable in material accordance
with the budget set forth in Exhibit A attached hereto.



                                                35
       Section 6.03 Payment of Project Costs by the Borrower. The Borrower agrees that it
will provide promptly any and all sums of money required to complete the Project, including
without limitation all of the Project Costs, which the Issuer agrees shall be payable or
reimbursable to the extent and in the manner provided in Section 4.02.

        Section 6.04 Sums for Completion. The Issuer, the Trustee and the Original Purchaser
make no representation or warranty, express or implied, that the moneys on deposit in the Project
Fund Account will be sufficient to pay the entire Project Costs. If the Project Fund Account is
not sufficient to pay the entire Project Costs, the Borrower shall nonetheless complete the
construction, improving and installation of the Project and pay all costs incurred therefor without
further reimbursement. No payments by the Borrower under this Section 6.04 shall reduce the
obligations of the Borrower or offset any other payment required to be made by the Borrower
hereunder.

        Section 6.05 Borrower to Repair, Replace, Rebuild or Restore. If there are any
Outstanding Bonds when all or any part of the Project is taken by eminent domain, or destroyed
or damaged, and unless the Borrower or the Bondowners exercise their independent options to
direct the redemption of any or all Outstanding Bonds pursuant to Section 2.06, the following
subsections shall apply:

                  (a) The Borrower shall proceed promptly, subject to the provisions of
  subsection (b) of this Section 6.05, to replace, repair, rebuild and restore the Project to
  substantially the same condition as existed before the taking or event causing the damage or
  destruction, with such changes, alterations and modifications (including substitution or
  addition of other property) as may be desired by the Borrower and will be suitable for
  continued operation of the Project for the business purposes of the Borrower, and the
  Borrower will pay all costs thereof.

                 (b) If the condemnation award or insurance claim is less than $50,000, the
  Trustee shall pay the Net Proceeds to the Borrower. If the condemnation award or insurance
  claim exceeds $50,000, all Net Proceeds of the condemnation award or insurance claim shall
  be retained by the Trustee and deposited in the Insurance and Condemnation Proceeds Fund.
  The Trustee shall apply the Net Proceeds in compliance with Section 3.05. If the Net
  Proceeds are not sufficient to pay such costs in full, the Borrower shall pay that portion of the
  cost in excess of the amount of the Net Proceeds and shall complete such repair, replacement,
  rebuilding or restoration.

                  (c) The Borrower shall not, by reason of the payment of any costs of repair,
  rebuilding, replacement or restoration, be entitled to any reimbursement from the Issuer or any
  abatement or diminution of the amounts payable hereunder. Any balance of Net Proceeds
  remaining in the Insurance and Condemnation Proceeds Fund after payment of all costs of any
  repair, rebuilding, replacement or restoration and after completion of the same shall be paid
  into the Bond Fund and used to redeem Bonds pursuant to Section 2.06 or, if there are no
  Outstanding Bonds, to the Borrower.

                 (d) All buildings, improvements and fixtures acquired in the repair,
  rebuilding, replacement or restoration of the Project, together with any interests in land


                                                36
  acquired by the Borrower necessary for such restoration, shall be deemed a part of the Project
  and available for use and occupancy by the Borrower without the payment of any additional
  amounts other than those provided herein, and shall be made subject to the Mortgage provided
  that no land, interest in land, buildings or improvements shall be acquired subject to any lien
  or encumbrance.

                 (e) The Net Proceeds of any (i) insurance attributable to damage or
  destruction separately incurred by property of the Borrower not comprising part of the Project,
  (ii) condemnation award separately awarded for damages to or taking of the property of the
  Borrower not comprising part of the Project, or for damages on account of the taking of or
                                  s
  interference with the Borrower’ rights to possession, use or occupancy of any property of the
  Borrower not constituting the Project, or (iii) title insurance insuring title to land not
  comprising part of the Project, shall be and remain at all times the property of the Borrower,
  subject to such other agreements as the Borrower may have in place with the Original
  Purchaser or other creditors.

       Section 6.06 Maintenance of Property; Insurance. The Borrower shall:

                 (a) Keep all Property useful and necessary in its business, whether leased or
  owned, in all material respects in good condition, repair and working order (ordinary wear and
  tear excepted) and from time to time make or cause to be made all needed and proper repairs,
  renewals, replacements, additions and improvements so that the business carried on in
  connection therewith may be properly and advantageously conducted at all times.

                 (b) Maintain with good, reputable and financially sound insurance
  underwriters insurance of such nature and in such amounts as is customarily maintained by
  companies engaged in the same or similar business and such other insurance as may be
  required by law or as may be required in the Security Documents.

                 (c) Have the Trustee named as an additional insured.

        Section 6.07 Compliance with Zoning Laws. The use of the Project shall at all times
be and continue to be in full compliance with all applicable zoning laws and ordinances. The
Borrower shall not initiate or acquiesce in any zoning reclassification, or seek any conditional
use permit or variance without the written consent of the Issuer and the Original Purchaser while
it remains a Bondowner. Prior to commencing any construction or rehabilitation on the Project,
the Borrower shall obtain all necessary approvals from the Issuer.

        Section 6.08 Indemnification. The Borrower (and, solely with respect to the Issuer but
only to the extent that the Borrower fails to fully indemnify the Issuer, the Original Purchaser)
agrees to indemnify and save harmless the Issuer, the Original Purchaser and the Trustee and
each of their respective officers, officials, agents and employees from and against any and all
                                                                s
losses, damages, costs, charges, expenses (including attorney’ fees), causes of action, suits,
claims, demands, judgments and liabilities arising from:

                (a) Any injury to or death of any person or damage to property in or upon the
  Project or growing out of or connected with the use, nonuse, condition or occupancy of the
  Project;

                                               37
                 (b) Violation of any agreement or condition of this Bond Agreement by the
  Borrower;

                  (c) Violation of any contract, agreement or restriction by the Borrower
  relating to the Project which shall have existed at the commencement of the term of this Bond
  Agreement;

                  (d) Violation of any law, ordinance or regulation by the Borrower affecting
  the Project or a part thereof or the ownership, occupancy or use of the Project;

                (e) Any statement or information relating to the expenditure of the Bond
  Proceeds contained in the “   Arbitrage Certificate” or similar document furnished by the
  Borrower to the Issuer, the Original Purchaser or the Trustee which, at the time made, is
  misleading, untrue or incorrect in any material respect;

                 (f) Any audit or investigation of the Bonds by the Internal Revenue Service or
  the United States Department of the Treasury;

                (g) Any statement or information furnished to the Original Purchaser of the
  Bonds by the Borrower;

                (h) Any liability arising under any applicable federal, state or local
  environmental law relating to the Project or the Bonds, not resulting from the negligence or
  willful misconduct of the Issuer, the Original Purchaser or the Trustee; and

                (i) Any other event or circumstance relating to the Project or the Bonds not
  described above not resulting from the negligence or willful misconduct of an indemnified
  party.

        Section 6.09 Assurance of Tax Exemption. In order to assure that the interest on the
Bonds shall at all times be free from Federal income taxation, the Borrower covenants with the
Issuer, the Trustee and all Bondowners that it will:

                  (a) Not use the proceeds of the Bonds in such a manner as to cause the Bonds
  to be classified “arbitrage bonds”under Section 148 of the Code and applicable regulations;
  and

                  (b) Comply with and fulfill all other requirements and conditions of the Code
  and regulations and rulings relating to the Project and not take any action, or refrain from
  taking any action, or permit others to take any action or refrain from taking any action if the
  result thereof would be to cause the interest on the Bonds to be included in the gross income
  of a Bondowner;

provided, however, that no failure to maintain such tax exemption shall be an Event of Default or
otherwise deemed a violation of the terms herein if the Borrower complies with Section 2.04
hereof.




                                               38
       Section 6.10 Nondiscrimination; Compliance with Wisconsin Statutes Section
66.1103(11)(b)1m. The Borrower agrees that all contracts and subcontracts for construction of
the Project shall include a clause prohibiting discrimination. The Project shall not be used for
any purpose which includes any act of employment discrimination as specified under
Section 111.322 of the Wisconsin Statutes.

        Section 6.11 Job Reporting Compliance with Section 66.1103(6m) of the Wisconsin
Statutes. The Borrower shall submit to the Department of Commerce of the State of Wisconsin
within twelve months after the Project is completed or two years after the date of issuance and
sale of the Bonds, whichever is sooner, information regarding the net number of jobs eliminated,
created or maintained on the Project site and elsewhere in the State of Wisconsin with respect to
the Project. The Borrower shall notify the Wisconsin Department of Workforce Development
and the local workforce development board under 29 U.S.C. Section 2832, of any position to be
filled within the geographical limits of the Issuer prior to December 16, 2011, and to provide
such notices at least two weeks prior to advertising the position.

       Section 6.12 Legal Existence; Compliance with Laws; Maintenance of Business;
Taxes. The Borrower shall maintain its legal existence as a limited liability company, and the
Borrower will not dissolve or otherwise dispose of all or substantially all its assets or consolidate
with or merge into another legal entity or permit one or more other legal entities to consolidate
with or merge into it, except as provided in the Credit Agreement.

        Section 6.13 Financial Statements. The Borrower shall comply with all requirements
of the Credit Agreement with respect to financial reporting.

       Section 6.14 Environmental Compliance. The Borrower shall comply with all
requirements of the Credit Agreement with respect to Environmental Compliance.

        Section 6.15 Certain Financial Covenants. The Borrower shall timely perform and
observe the covenants, affirmative and negative, set forth in the Credit Agreement, the Note and
any Obligation of the Borrower, whether existing on the date of this Bond Agreement or
hereafter entered into, all as such covenants may be amended and restated from time to time. If,
at any time, there is no such Credit Agreement, Note or Obligation in effect, then the foregoing
sentence shall apply with respect to such covenants as are contained in the last such Credit
Agreement, Note or Obligation to have been in effect.

       Section 6.16 Inspection of Property and Records. At any reasonable time following
                                                                               s
reasonable notice, as often as may be reasonably desired and at the Borrower’ expense after an
Event of Default which is continuing, the Borrower shall permit representatives of the Issuer, the
Trustee, and the Original Purchaser to visit the Project site, examine its books and records and
discuss its affairs, finances and accounts with its members or officers and independent certified
public accountants (who shall be instructed by the Borrower to make available to the Issuer, the
Trustee, and the Original Purchaser or their agents the work papers of such accountants) and the
Borrower shall facilitate such inspection and examination.




                                                 39
        Section 6.17 Comply With, Pay and Discharge All Notes, Mortgages, Deeds of
Trust and Leases. The Borrower shall comply with the terms of the Credit Agreement with
respect to payment and discharge of any notes, mortgages, deeds of trust and leases.

       Section 6.18 Appraisals. If and to the extent required at any time of the Issuer and/or
the Original Purchaser by any Government Authority or Requirements of Law, the Borrower
shall permit an independent appraiser selected by the Issuer and/or the Original Purchaser to
conduct appraisals of the Project at any reasonable time following reasonable notice, at the
           s
Borrower’ reasonable expense. The Borrower shall facilitate such appraisals and may obtain
copies of such appraisals.

                                                    s
        Section 6.19 Approval of Borrower’ Requisitions. The Borrower hereby
acknowledges and agrees that the approval required of the Original Purchaser to funding
transfers, as provided in Sections 3.01, 3.02, 4.01 and 4.02, and as provided in Exhibit D (Form
              s
of Borrower’ Requisition) to the Bond Agreement, shall be subject to Article XIII of this Bond
Agreement.


                                  ARTICLE VII
                          POWERS AND DUTIES OF TRUSTEE

        Section 7.01 Acceptance of Trusts. The Trustee hereby accepts the trusts imposed
upon it by this Bond Agreement, and agrees to perform said trusts, but only upon and subject to
the following express terms and conditions, and no implied covenants or obligations shall be
read into this Bond Agreement against the Trustee:

                  (a) The Trustee, prior to the occurrence of any Event of Default and after the
  curing of all Events of Default which may have occurred, undertakes to perform such duties
  and only such duties as are specifically set forth herein. In case an Event of Default has
  occurred (which has not been cured) the Trustee shall exercise such of the rights and powers
  vested in it by this Bond Agreement, and use the same degree of care and skill in their
  exercise, as a reasonable and prudent person would exercise or use under the circumstances in
  the conduct of personal affairs.

                  (b) The Trustee may execute any of the trusts or powers hereof and perform
  any of its duties by or through attorneys, agents or employees but shall be answerable for the
  conduct of the same in accordance with the standard specified above, and shall be entitled to
  act upon the opinion or advice of its Counsel concerning all matters of trust hereof and the
  duties hereunder, and may in all cases pay such reasonable compensation to all such attorneys,
  agents and employees as may reasonably be employed in connection with the trust hereof.
  Such reasonable compensation for counsel shall be paid by the Borrower. The Trustee may
  act upon an opinion of independent counsel and shall not be responsible for any loss or
  damage resulting from any action or nonaction by it taken or omitted to be taken in good faith
  in reliance upon such opinion of independent Counsel.

                  (c) The Trustee shall not be responsible for any recital herein or in the Bonds
  (except in respect to the certificate of authentication of the Trustee endorsed on the Bonds) or
  for the validity of the execution by the Issuer of this Bond Agreement or of any supplements

                                               40
hereto or for the sufficiency of the security for the Bonds issued hereunder or intended to be
secured hereby, and the Trustee shall not be bound to ascertain or inquire as to the
performance or observance of any covenants, conditions or agreements on the part of the
Issuer or on the part of the Borrower in connection with this Bond Agreement, except as
hereinafter set forth; and the Trustee shall not be responsible or liable for any loss suffered in
connection with any investment of funds made by it in accordance with Section 3.08.

                (d) The Trustee shall not be accountable for the use of any Bonds
authenticated or delivered hereunder. The Trustee may become a Bondowner with the same
rights which it would have if not Trustee. The Trustee may in good faith buy, sell, own and
deal in any of the Bonds and may join in any action which any Bondowner may be entitled to
take with like effect as if the Trustee were not a party to this Bond Agreement.

                (e) The Trustee shall be protected in acting upon any notice, request, consent,
certificate, order, affidavit, letter, telegram or other paper or document believed by it to be
genuine and correct and to have been signed or sent by the proper Person or Persons. Any
action taken by the Trustee pursuant to this Bond Agreement upon the request, authority or
consent of any person who at the time of making such request or giving such authority or
consent is the Bondowner of any Bond, shall be conclusive and binding upon all future
Bondowners of the same Bond and upon Bonds issued in exchange therefor or in place
thereof.

                (f) As to the existence or nonexistence of any fact or as to the sufficiency or
validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a
certificate signed on behalf of the Issuer by its Highest Elected Official or Clerk or such other
person as may be designated for such purpose by resolution of the Issuer and attested to by the
Clerk or such other person as may be designated for such purpose by resolution of the Issuer
as sufficient evidence of the facts therein contained; and prior to the occurrence of a default of
which the Trustee has been notified as provided in subsection (h) of this Section 7.01, or of
which by said subsection it is deemed to have notice, shall also be at liberty to accept and rely
upon a similar certificate to the effect that any particular dealing, transaction or action is
necessary or expedient, but may at its discretion secure such further evidence deemed
necessary or advisable, but shall in no case be bound to secure the same. The Trustee may
                                    s                         s
accept a certificate of the Issuer’ Clerk under the Issuer’ seal, if any, to the effect that a
resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence
that such resolution has been duly adopted, and is in full force and effect. The resolutions,
orders, opinions, certificates and other instruments provided for herein may be accepted by the
Trustee as conclusive evidence of the facts and conclusions stated therein and shall be full
warrant, protection and authority to the Trustee for the withdrawal of cash and the taking or
omitting of any other action hereunder.

              (g) The permissive right of the Trustee to do things enumerated herein shall
not be construed as a duty unless failure to take such action would be a violation of the
        s
Trustee’ duty to mitigate damages, and the Trustee shall not be answerable for other than its
gross negligence or willful default.




                                              41
                (h) The Trustee shall not be presumed to have knowledge of any default or
  Event of Default hereunder except failure to pay the principal of, premium, if any, and interest
  on the Bonds, unless the Trustee shall be specifically notified in writing of such default by the
  Borrower, the Issuer, the Original Purchaser or the Bondowners of at least 25% in aggregate
  principal amount of Bonds Outstanding.

                 (i) At any and all reasonable times the Trustee and its duly authorized agents,
  attorneys, experts, engineers, accountants and representatives shall have the right, but shall
  not be required, to inspect all books, papers and records of the Issuer pertaining to the Bonds
  and to take such memoranda from and in regard thereto as may be desired.

                 (j) The Trustee shall not be required to give any bond or surety in respect of
  the execution of said trusts and powers or otherwise in respect of the premises.

                 (k) Notwithstanding anything contained elsewhere herein, the Trustee shall
  have the right, but shall not be required, to demand, in respect of the authentication of any
  Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever
  within the purview of this Bond Agreement, any showings, certificates, opinions, appraisals or
  other information, or corporate action or evidence thereof, in addition to that by the terms
  hereof required, as a condition of such action by the Trustee deemed desirable for the purpose
  of establishing the right of the Issuer to the authentication of any Bonds, the withdrawal of
  any cash, or the taking of any other action by the Trustee.

                  (l) Before taking any action hereunder, the Trustee may require that
  satisfactory indemnity be furnished to it for the reimbursement of all expenses to which it may
  be put and to protect it against all liability, except liability which is adjudicated to have
  resulted from its gross negligence or willful default, by reason of any action so taken.

                 (m) All moneys received by the Trustee shall, until used or applied or invested
  as herein provided, be held in trust in the manner and for the purposes for which they were
  received but need not be segregated from other funds except to the extent required by this
  Bond Agreement or law. The Trustee shall not be under any liability for interest on any
  moneys received hereunder except such as may be agreed upon.

        Section 7.02 Specific Duty of Trustee to File Continuation Statements. The Trustee
shall periodically file Uniform Commercial Code continuation statements as required to maintain
and continue the perfection of any security interests granted by the Issuer as debtor to the Trustee
as secured party hereunder or security interests granted by the Borrower as debtor to the Trustee
as secured party under the Security Documents. The Borrower will reimburse the Trustee for
any and all expenses incurred for filings.

       Section 7.03 Notice to Bondowners if an Event of Default Occurs. If a default
occurs of which the Trustee is by Section 7.01(h) presumed to have knowledge, then the Trustee
shall give written notice thereof by first-class mail to the Bondowners of all Bonds then
Outstanding.

        Section 7.04 Intervention by Trustee. In any judicial proceedings to which the Issuer
is a party and which in the opinion of the Trustee and its counsel has a substantial bearing on the

                                                42
interests of Bondowners of the Bonds, the Trustee may intervene on behalf of Bondowners and
shall do so if requested in writing by the Bondowners of at least 25% in aggregate principal
amount of all Bonds then Outstanding, provided that the Trustee shall first have been offered
such reasonable indemnity against such liability as it may incur in or by reason of such
proceedings. The rights and obligations of the Trustee under this Section 7.04 are subject to the
approval of a court of competent jurisdiction.

        Section 7.05 Successor Trustee. Any corporation or association into which the
Trustee may be converted or merged, or with which it may be consolidated, or to which it may
sell or transfer its trust business and assets as a whole or substantially as a whole, or any
corporation or association resulting from any such conversion, sale, merger, consolidation or
transfer to which it is a party, ipso facto, shall be and become a successor Trustee hereunder and
vested with all of the title to the whole property or trust estate and all the trusts, powers,
discretions, immunities, privileges and all other matters as was its predecessor, without the
execution or filing of any instrument or any further act, deed or conveyance on the part of any of
the parties hereto, anything herein to the contrary notwithstanding.

        Section 7.06 Resignation by Trustee. The Trustee and any successor Trustee may at
any time resign from the trusts hereby created by giving thirty (30) days’prior written notice to
the Issuer and the Borrower, and by first-class mail to each Bondowner. Such resignation shall
take effect, however, only upon the appointment of a successor Trustee (or a temporary Trustee
as provided in Section 7.08) by the Bondowners or by the Issuer and the acceptance of such
appointment. If a successor Trustee has not been appointed by the end of the 30-day period, the
Trustee may apply to a court of competent jurisdiction for the appointment of a successor
Trustee, and the costs, expenses and reasonable attorneys’fees which are incurred in connection
with such a proceeding shall be paid by the Borrower.

       Section 7.07 Removal of Trustee. The Trustee may be removed at any time, by an
instrument or concurrent instruments in writing delivered to the Trustee and to the Issuer, and
signed by the Bondowners of a majority in aggregate principal amount of Bonds then
Outstanding; provided, however, that such removal shall not be effective until a replacement
Trustee has been appointed pursuant to Section 7.08 hereof and such replacement Trustee has
accepted such appointment.

         Section 7.08 Appointment of Successor Trustee by Bondowners; Temporary
Trustee. In case the Trustee hereunder shall resign or be removed, or be dissolved, or shall be in
course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in
case it shall be taken under the control of any public officer or officers, or of a receiver appointed
by a court, a successor may be appointed by the Bondowners of a majority in aggregate principal
amount of Bonds then Outstanding by an instrument of concurrent instruments in writing signed
by such Bondowners, or by their attorneys-in-fact, duly authorized; provided, nevertheless, that
                                                                                             s
in case of such vacancy the Issuer by an instrument executed and signed by the Issuer’ Highest
Elected Official and attested to by its Clerk under its seal may appoint a temporary Trustee to fill
such vacancy until a successor Trustee shall be appointed by the Bondowners in the manner
above provided; and any such temporary Trustee so appointed by the Issuer shall immediately
and without further act be superseded by the Trustee so appointed by such Bondowners. Every
such Trustee appointed pursuant to the provisions of this Section 7.08 shall be a trust company or

                                                 43
bank organized and in good standing under the laws of the United States of America or any state
of the United States of America having the power and any authority to assume the duties and
trusts hereby created and having a reported capital, surplus and undivided profits of not less than
$5,000,000 or assets under administration of not less than $100,000,000 if there be such an
institution willing, qualified and able to accept the trust upon reasonable or customary terms.

        Section 7.09 Concerning Any Successor Trustee. Every successor Trustee appointed
hereunder shall execute, acknowledge and deliver to its predecessor and also to the Issuer and the
Borrower an instrument in writing accepting such appointment hereunder, and thereupon such
successor, without any further act, deed or conveyance, shall become fully vested with all of the
properties, rights, powers, trusts, duties and obligations of its predecessor; but such predecessor
shall nevertheless, on the written request of the Issuer, or of its successor, execute and deliver an
instrument transferring to such successor Trustee all the properties, rights, powers, and trusts of
such predecessor hereunder; and every predecessor Trustee shall deliver all securities and
moneys held by it as Trustee hereunder to its successor. Should any instrument in writing from
the Issuer be required by any successor Trustee for more fully and certainly vesting in such
successor the properties, rights, powers and duties hereby vested or intended to be vested in the
predecessor, any and all such instruments in writing, shall, on request, be executed,
acknowledged and delivered by the Issuer.

        Section 7.10 Acquisition of Conflicting Interests by Trustee. If the Trustee has or
shall acquire any conflicting interest, the Trustee shall, within 90 days after ascertaining that it
has such conflicting interest, either eliminate the same or resign by giving notice in accordance
with Section 7.06 to the Issuer, the Borrower and Bondowners within such period, provided that
such resignation shall become effective upon the appointment of a successor Trustee and such
           s
successor’ acceptance of such appointment, and the Issuer and the Trustee agree to take prompt
steps to have a successor appointed in the manner herein provided.

        The Trustee shall be deemed to have a conflicting interest hereunder if it has a
“conflicting interest” within the meaning of Section 3.10(b)(1) to (9), inclusive, of the Trust
Indenture Act of 1939, as amended, except that the Trustee shall not be deemed to have a
conflicting interest solely by reason of its having for itself or as a banker become a purchaser,
seller or pledgee of the Bonds, it being understood that the Trustee may so deal with Bonds with
the same rights that it would have if it were not Trustee and without liability or accountability to
the Issuer or Bondowners on account thereof. Also, it may act as depositary for any purpose for
any committee formed to protect the rights of Bondowners or effect or aid in any reorganization
growing out of or involving the enforcement of the Bonds or this Bond Agreement whether or
not any such committee shall represent the Bondowners of a majority in aggregate principal
amount of the Bonds Outstanding hereunder.

       In the event that the Trustee shall fail to comply with the provisions of this Section 7.10,
the Trustee shall within 10 days after the expiration of such 90-day period, transmit notice of
such failure to the Bondowners.

       Any Bondowner who has been a bona fide Bondowner of a Bond or Bonds for at least six
months may, on behalf of himself, herself or itself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the appointment of a


                                                 44
successor, if the Trustee fails, after written request therefor by such Bondowner, to comply with
the provisions of this Section.

        Section 7.11 Requirement of a Corporate Trustee. The Trustees hereunder shall at
all times be a corporate Trustee, and the corporate Trustee and any successor to the corporate
Trustee, appointed as hereinbefore provided, shall be a corporation organized and doing business
under the laws of the United States of America or any state or territory thereof, or of the District
of Columbia, and shall be authorized under such laws to exercise corporate trust powers and be
subject to supervision or examination by federal, state, territorial or District of Columbia
authority and have a combined capital, surplus and undivided profits of not less than the
$5,000,000, or assets under administration of not less than $100,000,000; provided, however,
that the preceding combined capital, surplus and undivided profits test or assets under
administration test shall not apply to the Initial Trustee hereunder. If such corporate Trustee
publishes reports of its condition at least annually, pursuant to law or to the requirements of any
supervising or examining authority hereinbefore referred to, then for the purposes of this
Section 7.11, the combined capital, surplus and undivided profits of the corporate Trustee shall
be deemed its combined capital, surplus and undivided profits as the same is set forth in such
                   s
corporate Trustee’ most recent report of condition so published.

                                s
        Section 7.12 Trustee’ Fees. The Borrower has agreed herein to pay certain fees and
expenses of the Trustee for acting as Trustee hereunder. The Trustee shall not be entitled to any
payment from the Issuer for fees or expenses of the Trustee, except to the extent payable from
Pledged Revenues. During the continuance of an Event of Default, the Trustee shall have a first
lien on Pledged Revenues, for payment of its fees and expenses in accordance with this Bond
Agreement, with a right of payment therefrom prior to payment of any principal, premium, or
interest on the Bonds. The Trustee shall not be entitled to any payments of fees or
reimbursements of expenses which result from the gross negligence or willful default of the
Trustee.


                                    ARTICLE VIII
                            BOND DEFAULTS AND REMEDIES

       Section 8.01 Bond Defaults Defined. If any of the following events occur, it is hereby
defined as and declared to be and to constitute a “Bond Default”:

                  (a) Failure of the Issuer to make payment of any interest on any Bond when
  and as that interest shall become due and payable;

                 (b) Failure of the Issuer to make payment of the principal of or any premium
  on any Bond when and as that principal or premium shall become due and payable, whether at
  stated maturity, by redemption, pursuant to any mandatory sinking fund requirements, by
  acceleration or otherwise;

                  (c) A “Loan Default”shall occur under Section 9.01; or

                  (d) The Borrower shall fail to pay any Obligation (including, without
  limitation, the Promissory Note and the payments required by the Credit Agreement) when

                                                45
  and as the same become due and payable, whether upon demand, at maturity, by acceleration
  or otherwise.

        Section 8.02 Acceleration. Upon the occurrence of a Bond Default set forth in
Section 8.01, the Trustee may, and upon the written request of the Bondowners of not less than
25% in the aggregate principal amount of Bonds then Outstanding shall, by notice in writing
delivered to the Issuer and the Borrower, declare the principal of all Bonds then Outstanding and
the accrued interest thereon immediately due and payable, and such principal and interest shall
thereupon become and be immediately due and payable.

       Section 8.03 Remedies. Upon the occurrence of a Bond Default, the Trustee, may, in
addition to acceleration as provided in Section 8.02, pursue any available remedy by action at
law or suit in equity to enforce the payment of the principal of, premium, if any, and interest on
the Bonds. In exercising the rights given the Trustee under this Article, the Trustee shall take
such action as, in the judgment of the Trustee applying the standards described in Section 7.01,
would best serve the interests of the Bondowners.

        If any Bond Default shall have occurred, and if requested so to do by the Bondowners of
at least 25% in aggregate principal amount of Bonds then Outstanding and if indemnified as
provided in Section 7.01, the Trustee shall be obliged to exercise such one or more of the rights
and powers conferred by this Article as the Trustee, being advised by counsel, shall deem most
expedient in the interest of the Bondowners.

         No remedy by the terms of this Bond Agreement conferred upon or reserved to the
Trustee (or to the Bondowners) is intended to be exclusive of any other remedy, but each and
every such remedy shall be cumulative and shall be in addition to any other remedy given to the
Trustee or to the Bondowners hereunder or now or hereafter existing at law or in equity or by
statute.

        No delay or omission to exercise any right or power accruing upon any default or event
of default shall impair any such right or power or shall be construed to be a waiver of any such
default or event of default or acquiescence therein; and every such right and power may be
exercised from time to time and as often as may be deemed reasonable or prudent.

       No waiver of any default or Bond Default hereunder, whether by the Trustee pursuant to
the provisions of Section 8.10 or by the Bondowners, shall extend to or shall affect any
subsequent default or event of default or shall impair any rights or remedies consequent thereon.

       Section 8.04 Right of Bondowners to Direct Proceedings. Anything herein to the
contrary notwithstanding, the Bondowners of a majority in aggregate principal amount of Bonds
then Outstanding shall have the right, at any time, by an instrument or instruments in writing
executed and delivered to the Trustee, to direct the time, method and place of conducting all
proceedings to be taken in connection with the enforcement by the Trustee of the terms and
conditions hereof, or for the appointment of a receiver or any other proceedings hereunder,
provided that such direction shall not be otherwise than in accordance with the provisions of law
and of this Bond Agreement. The foregoing shall not prevent the Original Purchaser from
enforcing its rights hereunder.


                                               46
        Section 8.05 Waiver of Certain Rights. Upon the occurrence of a Bond Default, to
the extent that such rights may then lawfully be waived, neither the Issuer nor anyone claiming
through it or under it, shall set up, claim or seek to take advantage of any moratorium, stay,
extension or redemption laws now or hereafter in force to prevent or hinder the enforcement of
this Bond Agreement, but the Issuer, for itself and all who may claim through or under it hereby
waives, to the extent that it lawfully may do so, the benefit of all such laws to which it may be
entitled by law.

       Section 8.06 Application of Moneys. All moneys received by the Trustee pursuant to
any right given or action taken under the provisions of this Article shall, after payment of the
cost and expenses of the proceedings resulting in the collection of such moneys and of the
expenses, liabilities and advances incurred or made by the Trustee or the Issuer in connection
with the performance of its powers or duties under this Agreement (including reasonable fees
and disbursements of its counsel), be deposited into the Bond Fund and all moneys held or
deposited in the Bond Fund during the continuance of a Bond Default shall be applied as
follows:

                (a) Unless the principal of all the Bonds has become or shall have been
  declared due and payable, all such moneys shall be applied:

               First: To the payment to the Persons entitled thereto of all installments of interest
       then due on the Bonds, in the order of the maturity of the installments of such interest
       including interest (to the extent permitted by law) on overdue installments of interest,
       and, if the amount available shall not be sufficient to pay in full any particular
       installment, then to the payment ratably, according to the amounts due on such
       installment, to the persons entitled thereto without any discrimination or privilege; and

               Second: To the payment to the Persons entitled thereto of the unpaid principal of
       any of the Bonds which shall have become due (other than Bonds called for redemption
       for the payment of which moneys are held pursuant to the provisions hereof), in the order
       of their due dates, with interest (to the extent permitted by law) on such Bonds from the
       respective dates upon which they became due and, if the amount available shall not be
       sufficient to pay in full Bonds due on any particular date, together with such interest, then
       to the payment ratably, according to the amount of principal due on such date, to the
       persons entitled thereto without any discrimination or privilege.

               Third: To the payment to the Persons entitled thereto of the unpaid premium, if
       any on any of the Bonds which have been called for redemption, in the order of the
       redemption dates, with interest (to the extent permitted by law) on such premiums from
       the respective dates on which such premiums became due, and, if the amount available
       shall not be sufficient to pay in full the premiums due on any particular redemption date,
       together with such interest, then to the payment ratably, according to the premium due on
       such date, to the persons entitled thereto without any discrimination or privilege.

                (b) If the principal of all the Bonds shall have become due or shall have been
  declared due and payable, all such moneys shall be applied first to the payment of the
  principal and interest then due and unpaid upon all of the Bonds, without preference or


                                                47
  priority of principal over interest or of interest over principal, or of any installment of interest,
  or of any Bond over any other Bond, ratably, according to the amounts due respectively for
  principal and interest, to the persons entitled thereto without any discrimination or privilege,
  and secondly to the payment of the premium, if any, then due, ratably to the persons entitled
  thereto without any discrimination or privilege.

                  (c) If the principal of all the Bonds shall have been declared due and payable,
  and if such declaration shall thereafter have been rescinded and annulled under the provisions
  of this Article then, subject to the provisions of paragraph (b) of this Section in the event that
  the principal of all the Bonds shall later become due or be declared due and payable, the
  moneys shall be applied in accordance with the provisions of paragraph (a) of this Section.

        Whenever moneys are to be applied pursuant to the provisions of this Section 8.06, such
moneys shall be applied at such times from time to time as the Trustee shall determine, having
due regard to the amount of such moneys available for application and the likelihood of
additional moneys becoming available for such application in the future. Whenever the Trustee
shall apply such funds, it shall fix the date (which shall be an Payment Date unless it shall deem
another date more suitable) upon which such application is to be made and upon such date
interest on the amounts of principal to be paid on such dates shall cease to accrue. The Trustee
shall give such notice as it may deem appropriate of the deposit and shall not be required to make
payment to the Bondowner of any unpaid Bond until such Bond shall be presented to the Trustee
for appropriate endorsement or for cancellation if fully paid.

        Section 8.07 Remedies Vested in Trustee. All rights of action (including the right to
file proof of claims) under this Bond Agreement or under any of the Bonds may be enforced by
the Trustee without the possession of any of the Bonds or the production thereof in any trial or
other proceedings relating thereto and any such suit or proceeding instituted by the Trustee shall
be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any
Bondowners appertaining thereto, and any recovery of judgment shall, subject to the provisions
of Section 8.06, be for the equal and ratable benefit of the Bondowners of the Bonds
Outstanding.

        Section 8.08 Rights and Remedies of Bondowners. No Bondowner, other than the
Original Purchaser, shall have any right to institute any suit, action or proceeding in equity or at
law for the enforcement of this Bond Agreement or for the execution of any trust thereof or for
the appointment of a receiver or any other remedy hereunder, unless a default has occurred of
which the Trustee has been notified as provided in Section 7.01(h), or of which by said
subsection it is deemed to have notice, nor unless also such default shall have become a Bond
Default and the Bondowners of at least a majority in aggregate principal amount of Bonds then
Outstanding shall have made written request to the Trustee and shall have offered it reasonable
opportunity either to proceed to exercise the powers hereinbefore granted or to institute such
action, suit or proceeding in its own name nor unless also they have offered to the Trustee
indemnity as provided in Section 7.01 nor unless also the Trustee shall thereafter fail or refuse to
exercise the powers hereinbefore granted, or to institute such action, suit or proceeding in its own
name; and such notification, request and offer of indemnity are hereby declared in every case at
the option of the Trustee to be conditions precedent to the execution of the powers and trust of
this Bond Agreement, and to any action or cause of action for the enforcement of this Bond

                                                 48
Agreement, or for the appointment of a receiver or for any other remedy hereunder; it being
understood and intended that no one or more Bondowners shall have any right in any manner
whatsoever to affect, disturb or prejudice the security of this Bond Agreement by its, his or their
action or to enforce any right hereunder except in the manner herein provided and that all
proceedings at law or in equity shall be instituted, had and maintained in the manner herein
provided and for the equal benefit of the Bondowners of all Bonds then Outstanding. Nothing
herein contained shall, however, affect or impair (a) the right of any Bondowner to enforce the
payment of the principal of and interest on any Bond at and after the stated maturity thereof, or
the obligation of the Issuer to pay the principal of, premium, if any, and interest on each of the
Bonds issued hereunder to the respective Bondowners at the time, place, from the source and in
the manner herein and in said Bonds expressed or (b) the right of the Original Purchaser to
enforce its rights hereunder.

        Section 8.09 Termination of Proceedings. In case the Trustee shall have proceeded to
enforce any right hereunder and such proceedings shall have been discontinued or abandoned for
any reason, or shall have been determined adversely, then and in every such case the Issuer, the
Borrower and the Trustee shall be restored to their former positions and rights hereunder and all
rights, remedies and powers of the Trustee shall continue as if no such proceedings had been
taken.

        Section 8.10 Waivers of Bond Defaults. The Trustee shall waive any Bond Default
hereunder and its consequences and rescind any declaration of maturity of principal of and
interest on the Bonds upon the written request of the Bondowners of a majority in aggregate
principal amount of all of the Bonds then Outstanding; provided, however, that there shall not be
waived without the consent of the Bondowners of all the Bonds Outstanding (i) any Bond
Default in the payment of the principal of any outstanding Bonds at the date of maturity specified
therein or at the date fixed for the redemption thereof, or (ii) any Bond Default in the payment
when due of the interest on any such Bonds unless, prior to such waiver or rescission, all arrears
of interest, with interest (to the extent permitted by law) on overdue installments of interest at the
rate per annum provided in the Bonds, and/or all arrears of payments of principal, with interest
(to the extent permitted by law) on overdue principal at the rate per annum provided in the
Bonds, as the case may be, and all expenses of the Trustee in connection with such default shall
have been paid or provided for; and in case of any such waiver or rescission, or in case any
proceeding taken by the Trustee on account of any such default shall have been discontinued or
abandoned or determined adversely, then and in every such case the Issuer, the Trustee and the
Bondowners shall be restored to their former positions and rights hereunder respectively, but no
such waiver or rescission shall extend to any subsequent or other default, or impair any right
consequent thereon.


                                     ARTICLE IX
                             LOAN DEFAULTS AND REMEDIES

       Section 9.01 Loan Defaults Defined. If any of the following events occur, it is hereby
defined as and declared to be and to constitute a “Loan Default”:




                                                 49
                  (a) Default in the due and punctual payment of any installment of principal or
  any payment of interest or premium on the Loan or any Obligation (including, without
  limitation, the Note and the payments required by the Credit Agreement) or otherwise due
  hereunder when and as the same shall become due and payable, whether upon demand, at
  maturity, by acceleration or otherwise beyond any cure period;

                 (b) The Borrower shall fail to observe or perform any of the covenants,
  agreements or conditions of the Borrower contained in this Bond Agreement (including the
  occurrence of a Bond Default described in Section 8.01(d), and such failure shall continue for
  30 days after the earlier of the date that the Borrower has actual knowledge thereof or the
  Borrower receives written notice of such failure demanding that such failure be cured;

                 (c) Any representation or warranty made by the Borrower herein or in any of
  the Security Documents or in any certificate, document or financial statement delivered to the
  Original Purchaser or the Issuer shall prove to have been incorrect in any material adverse
  respect as of the time when made or given beyond any cure period and to the extent not
  waived by Original Purchaser;

                   (d) The Borrower shall (i) become insolvent or take or fail to take any action
  which constitutes an admission of inability to pay its debts as they mature; (ii) make an
  assignment for the benefit of creditors; (iii) petition or apply to any tribunal for the
  appointment of a custodian, receiver or any trustee for the Borrower or a substantial part of its
  assets; (iv) suffer any such custodianship, receivership or trusteeship to continue undischarged
  for a period of sixty days or more; (v) commence any proceeding under any bankruptcy,
  reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of
  any jurisdiction, whether now or hereafter in effect; (vi) by any act or omission indicate its
  consent to, approval of or acquiescence in any such petition, application or proceeding or
  order for relief or the appointment of a custodian, receiver or any trustee for it or any
  substantial part of any of its properties; or (vii) adopt a plan of liquidation of its assets;

                  (e) Any Person shall (i) petition or apply to any tribunal for the appointment
  of a custodian, receiver or any trustee for the Borrower or a substantial part of its assets which
  continues undischarged for a period of thirty days or more; or (ii) commence any proceeding
  against the Borrower under any bankruptcy, reorganization, arrangement, readjustment of
  debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in
  effect, in which an order for relief is entered or which remains undismissed for a period of 60
  days or more; or

                 (f) A Bond Default shall occur under Section 8.01 or an Event of Default
  shall occur under the Credit Agreement and not be waived by Original Purchaser.

        Section 9.02 Certain Notices to Borrower. In the event that the Trustee fails to
receive when due any payment of principal or interest by the Borrower on the Loan, the Trustee
shall promptly give written notice thereof by telegram or if telegraphic service is not available
then by registered or certified mail, postage prepaid, or by messenger to the Borrower specifying
such failure. Such notice, however, shall not be a condition precedent to the exercise of any



                                                50
remedy hereunder, and failure to give such notice shall not preclude such default from being a
Loan Default.

        Section 9.03 Acceleration Upon Certain Circumstances. In the event that the
Trustee shall accelerate the Bonds pursuant to Section 8.02, the Trustee shall, by written notice
to the Borrower, declare the entire outstanding principal balance of the Loan together with all
interest accrued thereon to be due and payable, and such principal and interest shall thereupon
become and be immediately due and payable.

        Section 9.04 Remedies. Whenever any Loan Default shall have happened, the Trustee
may declare all Loan Repayments for the remainder of the term of this Bond Agreement (being
an amount equal to that necessary to pay in full all Outstanding Bonds, assuming acceleration of
the Bonds hereunder, and all other indebtedness hereunder) to be immediately due and payable
by the Borrower and may declare the entire outstanding principal balance of the Loan, together
with all interest accrued thereon, to be due and payable, provided, however, that there may be no
acceleration of the Loan unless there is an acceleration of the Bonds hereunder; and any
acceleration of the Bonds hereunder shall result in an acceleration of the Loan. Upon the
occurrence of a Loan Default, the Trustee may also take whatever action at law or in equity may
appear necessary or appropriate to collect the Loan Repayments then due and thereafter to
become due or to enforce performance and observance of any obligation, agreement or covenant
of the Borrower hereunder.

       Section 9.05 Disposition of Funds. Any amounts collected pursuant to action taken
under Section 9.03 and Section 9.04 shall be paid into the Bond Fund and applied in accordance
with the provisions of Section 8.06.

        Section 9.06 Manner of Exercise. No remedy conferred upon or reserved to the
Trustee or the Original Purchaser hereunder is intended to be exclusive of any other available
remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition
to every other remedy given hereunder or now or hereafter existing at law or in equity or by
statute. No delay or omission to exercise any right or power occurring upon any default shall
impair any such right or power or shall be construed to be a waiver thereof, but any such right
and power may be exercised from time to time and as often as may be deemed expedient. In
order to entitle the Trustee or the Original Purchaser to exercise any remedy reserved to it in this
Article, it shall be necessary to give only such notice as may be herein expressly required.

       Section 9.07 Attorneys’Fees and Expenses. In the event the Borrower should default
under any of the provisions hereof and the Issuer, the Original Purchaser or the Trustee should
employ attorneys or incur other expenses (including the costs and expenses of the Issuer
Attorney and/or Original Purchaser Attorney) for the collection of the Loan or the enforcement
of performance of any obligation or agreement on the part of the Borrower hereunder, the
Borrower shall pay to the Issuer, the Original Purchaser or the Trustee the reasonable fee of such
attorneys and such other expenses so incurred.

       Section 9.08 Effect of Waiver. In the event any agreement contained herein, or under
the Credit Agreement should be breached by either party and thereafter waived by the other



                                                51
party, such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach.

        Section 9.09 Waiver of Stay or Extension Laws. The Borrower covenants (to the
extent that they may lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants or the
performance of this Bond Agreement; and the Borrower (to the extent that they may lawfully do
so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will
not hinder, delay or impede the execution of any power granted herein to the Issuer or the
Trustee, but will permit the execution of every such power as though no such law had been
enacted.


                                        ARTICLE X
                                       AMENDMENTS

       Section 10.01 Amendments Without Bondowners’Consent. The Issuer, the Original
Purchaser, the Borrower and the Trustee may, without the consent of or notice to the
Bondowners, agree to any supplement, amendment, change or modification of this Bond
Agreement and the Promissory Note in connection with any change therein for any of the
following purposes:

                (a) To add additional covenants of the Issuer or to surrender any right or
  power herein conferred upon the Issuer;

                (b) To add additional covenants of the Borrower or to surrender any right or
  power herein or therein conferred upon the Borrower or to add additional security for the
  performance of its obligations;

                  (c) For any purpose not inconsistent with the terms hereof or to cure any
  ambiguity or to correct or supplement any provision contained herein which may be defective
  or inconsistent with any other provision contained herein, or to make such other provisions in
  regard to matters or questions arising hereunder which shall not be inconsistent with the
  provisions hereof and which, in the judgment of the Trustee, shall not materially adversely
  affect the interests of the Bondowners; and

                (d) To make such other provisions in regard to matters or questions arising
  thereunder which shall not be inconsistent with the provisions hereof and which, in the
  judgment of the Trustee, shall not materially adversely affect the interests of the Bondowners.

       Section 10.02 Amendments With Bondowners’Consent. Except as provided above,
no amendment to this Bond Agreement, the Promissory Note or the Security Documents may be
entered into except when consented to by the Borrower and approved by Requisite Consent of
Bondowners, provided that no amendment shall be made that materially adversely affects the
rights of some but less than all the outstanding Bonds without the Requisite Consent of
Bondowners so affected; and provided further that unanimous written consent of the
Bondowners shall be required for any amendment with respect to (i) the amount or due date of

                                               52
any principal or interest payment upon any Bonds or the Loan, (ii) the mandatory redemption
provisions of any Bonds, and (iii) this ARTICLE X.

         If at any time the Issuer or Borrower shall request the Trustee to enter into any
amendment for any of the purposes of this Section 10.02, the Trustee shall, upon being
satisfactorily indemnified with respect to expenses, mail a copy of the notice by first-class mail
to each Bondowner thirty (30) days prior to entering into any amendment. Such notice shall
briefly set forth the nature of the proposed amendment and shall state that copies thereof are on
                     s
file at the Trustee’ Principal Office for inspection by all Bondowners. If thereafter any such
amendment shall have been consented to and approved as herein provided, no Bondowner shall
have any right to object to any of the terms and provisions contained therein, or the operation
thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or
restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to
the provisions thereof. Upon the execution of any such amendment as in this Section permitted
and provided, this Bond Agreement shall be and be deemed to be modified and amended in
accordance therewith.

       Section 10.03 Consent of Borrower. Anything herein to the contrary notwithstanding,
no amendment, change or modification under this Article affecting the rights or obligations of
the Borrower shall be effective unless the Borrower shall have consented in writing thereto.


                                          ARTICLE XI
                                         ASSIGNMENT

        In consideration of the premises, the acceptance by the Trustee of the trusts hereby
created, and the purchase and acceptance of delivery of the Bonds by the Original Purchaser, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and to secure the payment of the principal of, premium, if any, and interest on all
Bonds at any time issued and outstanding hereunder according to their tenor and effect, and to
secure the performance and observance by the Issuer of all the covenants contained in the Bonds
and in this Bond Agreement, the Issuer does hereby convey, transfer, set over, pledge, assign,
and grant a security interest in and confirm unto the Trustee, its successors and assigns forever,
all and singular the properties, revenues and rights hereinafter described and the proceeds thereof
(collectively called the “             ),
                          Trust Estate” to wit:

               (a) All right, title and interest of the Issuer in, to and under this Bond
  Agreement and the right to receive revenues and payments from the Borrower hereunder;

                  (b) All right, title and interest of the Issuer in and to the Pledged Revenues;

                  (c) All right, title and interest of the Issuer in and to the Promissory Note;

                  (d) All right, title and interest of the Issuer in and to the Security Documents;

                (e) All right, title and interest of the Issuer in and to the Trust Funds (with the
  exception of the Rebate Credit Account) and the cash, securities and investments of which
  they are composed; and

                                                 53
                 (f) All property which by the express provisions hereof is required to be
  subjected to the lien hereof, and any additional property that may from time to time hereafter
  be made subject to the lien hereof by the Issuer or by anyone on its behalf;

       IN TRUST, for the equal and ratable benefit and security of the Bondowners without
preference, priority or distinction as to lien or otherwise of any particular Bond over any other
Bond, except as otherwise expressly provided herein;

       PROVIDED, HOWEVER, that the Issuer reserves the right to enforce the Unassigned
Rights in its own name and for its own account; and

        PROVIDED, FURTHER, that if the Issuer shall pay, cause to be paid or provide for the
payment of the principal of, premium, if any, and interest on the Bonds in accordance with
Section 2.25, and if the Issuer shall promptly, faithfully and strictly keep, perform and observe
all of its representations, covenants and agreements contained herein, then in such event this
Bond Agreement and the rights hereby granted (excepting Bondowners’ rights theretofore
vested) shall cease, terminate and be void, otherwise to remain in full force and effect upon the
trusts and subject to the conditions hereinafter set forth.

        All Bonds issued and secured hereunder are to be issued, authenticated and delivered, and
all Trust Funds, revenues and income hereby pledged are to be dealt with and disposed of under
and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and
purposes herein expressed, and the Issuer has agreed and covenanted, and does hereby agree and
covenant, with the Trustee and with the respective Bondowners from time to time of the Bonds,
as set forth herein.


                                          ARTICLE XII
                                           GENERAL

        Section 12.01 Notices. Unless otherwise expressly provided herein, all notices,
certificates or other communication hereunder shall be sufficiently given and shall be deemed
given when hand delivered, sent via facsimile transmission with evidence of receipt or when
mailed by first class mail, postage prepaid, or by e-mail addressed as follows: (i) if to the Issuer,
              s                                                   s
at the Issuer’ Address; (ii) if to the Borrower, at the Borrower’ Address; (iii) if to the Trustee,
                 s
at the Trustee’ Address; and (iv) if to the Original Purchaser, at the Original Purchaser’          s
Address.

        A duplicate copy of each notice, certificate or other communication given hereunder by
                                                                                                 s
either the Issuer or the Trustee shall also be concurrently given to the Borrower at the Borrower’
Address.

       Whenever the Trustee is required hereunder to give notice to Bondowners, it shall give
such notice by first class mail to each person on the Bond Register whose Bond is affected
thereby.

        Section 12.02 Consent of Bondowners. Any consent, request, direction, approval,
objection or other instrument required by this Bond Agreement to be signed and executed by the

                                                 54
Bondowners may be in any number of concurrent writings of similar tenor and may be signed or
executed by such Bondowners in person or by agent appointed in writing. Proof of the execution
of any such consent, request, direction, approval, objection or other instrument or of the writing
appointing any such agent and of the ownership of Bonds, if made in the following manner, shall
be sufficient for any of the purposes hereof, and shall be conclusive in favor of the Trustee with
regard to any action taken under such request for other instrument, namely: The fact and date of
the execution by any person of any such writing may be proved by the certificate of any officer
in any jurisdiction who by law had power to take acknowledgments within such jurisdiction that
the person signing such writing acknowledged before him the execution thereof, or by an
affidavit of any witness to such execution.

        Section 12.03 Limitation of Rights. With the exception of rights herein expressly
conferred, nothing expressed or mentioned in or to be implied from this Bond Agreement or the
Bonds is intended or shall be construed to give to any person other than the parties hereto, and
the Bondowners any legal or equitable right, remedy or claim under or in respect to this Bond
Agreement, or any covenants, conditions and provisions hereof, which are and are intended to be
for the sole and exclusive benefit of the parties hereto, and the Bondowners as herein provided.

        Section 12.04 Captions. The captions or headings in this Bond Agreement are for
convenience only and in no way define, limit or describe the scope or intent of any provisions
hereof.

        Section 12.05 Execution Counterparts. This Bond Agreement may be simultaneously
executed in several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

       Section 12.06 Severability. In the event any provision hereof shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision.

        Section 12.07 Binding Effect. This Bond Agreement shall inure to the benefit of and
shall be binding upon the Issuer, the Original Purchaser, the Trustee and the Borrower and their
respective successors and assigns.

        Section 12.08 Governing Law. This Bond Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of Wisconsin.


                         ARTICLE XIII
                                              S
 AGREEMENT TO PURCHASE BONDS AND FUND BORROWER’ REQUISITIONS

       Subject to the conditions set forth in the Credit Agreement and Disbursing Agreement,
                                                                              s
the Original Purchaser agrees to purchase the Bonds, and to fund Borrower’ Requisitions as
provided in Sections 3.01, 3.02, 4.01 and 4.02 of this Bond Agreement; provided, however, that
                                                              s
the Original Purchaser shall be required to fund a Borrower’ Requisition only if no Event of
Default is continuing hereunder and if the Borrower has submitted to the Original Purchaser for
                      s
approval a Borrower’ Requisition in the form set forth in Exhibit D attached hereto and if the


                                               55
Trustee will have a first mortgage lien on the assets purchased upon the funding of the
         s
Borrower’ Requisition.

                               [signature page to follow]




                                          56
       IN WITNESS WHEREOF, the Issuer, the Borrower, the Trustee and the Original
Purchaser have caused this Bond Agreement to be executed and delivered as of the date first
above written.

                                         FITCHBURG COMMUNITY & ECONOMIC
                                         DEVELOPMENT AUTHORITY, CITY OF
                                         FITCHBURG, WISCONSIN

[SEAL]                                   By:
                                         Name:_______________________________________
                                         Title:________________________________________

                                         By:
                                         Name:_______________________________________
                                         Title:________________________________________


                                         PLACON CORPORATION

                                         By:
                                         Name:_______________________________________
                                         Title:________________________________________

                                         TJM MCKEE ROAD, LLC

                                         By:
                                         Name:_______________________________________
                                         Title:________________________________________

                                         U.S. BANK NATIONAL ASSOCIATION, as Trustee

                                         By:
                                         Name:_______________________________________
                                         Title:________________________________________


                                         U.S. BANK NATIONAL ASSOCIATION,
                                         as Original Purchaser

                                         By:
                                         Name:_______________________________________
                                         Title:________________________________________




                                   [Signature Page of Bond Agreement]
                              Fitchburg Community & Economic Development
                                   Authority, City of Fitchburg, Wisconsin
                                  Midwest Disaster Area Bonds, Series 2010
                                        (Placon Corporation Project)
                                           EXHIBIT A

                                   PROJECT DESCRIPTION

         The project consists of financing (i) construction of an approximately 70,400 square-foot
manufacturing and warehouse facility located at 6124 McKee Road in the City of Fitchburg,
Wisconsin (the “           )
                  Facility” which is used by the Placon as manufacturing and warehouse facility
for this thermoforming business, (ii) acquisition and installation of fixtures at the Facility, and
(iii) payment of certain costs related to the issuance of the Bonds, all of which would contribute
to the well-being of the City of Fitchburg, Wisconsin.




                                               A-1
PROJECT BUDGET

   [INSERT]




      2
                                          EXHIBIT B

                                       FORM OF BOND

REGISTERED                    UNITED STATES OF AMERICA                           REGISTERED
NO. 1                            STATE OF WISCONSIN                                $5,000,000


        FITCHBURG COMMUNITY & ECONOMIC DEVELOPMENT AUTHORITY
                      CITY OF FITCHBURG, WISCONSIN
              MIDWEST DISASTER AREA RELIEF BONDS, SERIES 2010
                     (PLACON CORPORATION PROJECT)

                Maturity Date                                  Original Issue Date

              _______, ______                                  ___________, 2010


REGISTERED OWNER:               U.S. BANK NATIONAL ASSOCIATION

PRINCIPAL AMOUNT:               FIVE MILLION DOLLARS ($5,000,000)


       KNOW ALL MEN BY THESE PRESENTS that the Fitchburg Community & Economic
Development Authority, City of Fitchburg, Wisconsin, a municipal corporation organized under
the laws of the State of Wisconsin (the “        ),
                                          Issuer” for value received, promises to pay, but solely
from the source and as hereinafter provided and not otherwise, to the above-named registered
owner, or registered assigns principal and interest hereon as provided below.

       1.     Maturity; Repayment of Principal; Interest Payments.

The Bonds shall mature on the Maturity Date. All unpaid principal and interest shall be paid on
the Maturity Date. Principal on the Bonds shall be repaid by the Issuer (from payments to be
made by the Borrower to the Issuer) in the amounts set forth in Section 2.02 of the Credit
Agreement. Payment of interest on the Bonds shall commence on the first Business Day of
January 1, 2011 and continue on the first Business Day of each month thereafter. The Trustee
shall not be obligated to provide notice of any such scheduled payments to the Original
Purchaser. Principal on the Bonds shall be payable on the first Business Day of each month,
commencing on February 1, 2011 and continuing on the same day of each month thereafter, in
the amounts specified in the Credit Agreement for such month.

       Notwithstanding anything else herein to the contrary, the principal amount of the Bonds
outstanding shall never exceed the aggregate amounts transferred from the Original Purchaser to
the Trustee for Deposit into the Project Fund pursuant to Sections 3.01 and 4.02 of this Bond
Agreement, less repayments of principal made by the Issuer; provided, however, that nothing in
this Bond Agreement shall be construed to obligate the Borrower to proceed with the Project,


                                              B-1
and in the event Borrower does not proceed with the Project, Borrower shall have no obligation
under this Bond Agreement, other than the repayment, together with interest for amounts
advanced by the Original Purchaser.

       Notwithstanding anything else herein to the contrary, the principal amount of the Bonds
outstanding shall never exceed the aggregate amounts transferred from the Original Purchaser to
the Trustee for Deposit into the Project Fund Account pursuant to Sections 3.01 and 4.02 of the
Bond Agreement, less repayments of principal made by or for the account of the Issuer.

        Payments of principal in excess of the scheduled installments set forth herein and related
payments of premium shall be credited against scheduled installments in inverse order with
respect to the Bonds. Interest on the Bonds shall be computed on a 360 day year, actual days
elapsed basis. The Original Purchaser shall provide the Borrower with such information as to
historical and current interest rates as the Borrower shall reasonably request from time to time.
All determinations of the interest rate hereunder shall be final and conclusive absent manifest
error. Interest shall accrue only on principal amounts actually deposited and from the date such
amounts are actually deposited into the Project Fund pursuant to Section 3.01 of this Bond
Agreement. Overdue principal and interest on the Bonds shall (to the extent legally enforceable)
bear interest at the Default Rate. Any interest on any Bond which is payable, but is not
punctually paid or duly provided for, may be paid in any lawful manner, at the discretion of the
Trustee.

       2.      Interest on the Bonds

       (a)    From the Original Issue Date through first Reset Date, the principal amount of
outstanding Bonds shall bear interest at a fixed rate equal to __________.

         (b)     From the applicable Reset Date through the next applicable Reset Date, the
principal amount of outstanding Bonds shall bear interest at either a floating rate or a fixed term
rate, which shall be selected by the Borrower. If selected, the floating rate, adjusted monthly on
the first day of each month, shall equal (a) the LIBOR Rate ________________, per annum, plus
the then prevailing Liquidity Premium, (b) multiplied by the Bank Tax Exempt Multiplier. If
selected, the fixed rate shall equal (a) the Cost of Funds for the applicable Reset Period plus a
credit spread of ______________ basis points, per annum, (b) multiplied by the then prevailing
Bank Tax Exempt Multiplier.

        3.     Authority. This Bond has been issued pursuant to and in full compliance with the
Constitution and laws of the State of Wisconsin, particularly Section 66.1335 of the Wisconsin
Statutes, as amended, and by authority of resolutions adopted by the Issuer’ governing body in
                                                                            s
connection with a project and activity undertaken pursuant to said section of the Wisconsin
Statutes. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER
WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR
STATUTORY LIMITATION. THE BONDS DO NOT CONSTITUTE OR GIVE RISE
                                             S
TO A CHARGE AGAINST THE ISSUER’ GENERAL CREDIT OR TAXING POWERS
OR A PECUNIARY LIABILITY OF THE ISSUER. THE PRINCIPAL OF, PREMIUM,
IF ANY, AND INTEREST ON THIS BOND IS PAYABLE BY THE ISSUER SOLELY
FROM “     PLEDGED REVENUES” AS DEFINED IN THE BOND AGREEMENT


                                               B-2
(DESCRIBED BELOW), INCLUDING ALL PAYMENTS BY THE BORROWER
UNDER THE BOND AGREEMENT. THIS BOND IS A LIMITED OBLIGATION OF
THE ISSUER AND ANY OF THE ISSUER’ OFFICIALS, OFFICERS, EMPLOYEES,
                                 S
MEMBERS OR AGENTS SHALL HAVE NO MONETARY LIABILITY ARISING OUT
OF THE OBLIGATIONS OF THE ISSUER HEREUNDER OR IN ANY CONNECTION
WITH ANY COVENANT, REPRESENTATION OR WARRANTY MADE BY THE
ISSUER HEREIN AND NEITHER THE ISSUER NOR ITS OFFICIALS SHALL BE
OBLIGATED TO PAY ANY AMOUNTS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN FROM PLEDGED
REVENUES OR OTHER MONIES RECEIVED FROM THE BORROWER.

This Bond is a duly authorized issue of bonds of the Issuer, limited in aggregate principal
amount to $5,000,000 (herein referred to as the “           ),
                                                  Bonds” issued and authorized to be issued for
the purpose of providing financing to the Borrower. The Bonds are all issued under and are
equally and ratably secured and entitled to the protection and benefits given by and the financing
is accomplished under the terms of a Bond Agreement dated as of December 1, 2010 by and
among the Issuer, the Borrower, the Trustee and U.S. Bank National Association, as Original
Purchaser (herein referred to as the “                   ),
                                      Bond Agreement” to finance a project consisting of (i) the
construction of an approximately 70,400 square-foot facility to be located in the City of
Fitchburg, Wisconsin, on property which is owned by the Borrower (the "New Facility"), (iii) the
acquisition and installation of fixtures at the New Facility, and (iii) certain costs related to the
issuance of the bonds (collectively, the "Project"), and which Bond Agreement provides for
principal and interest payments sufficient to provide the Issuer with revenues to pay when due
                                                               s
the principal of and interest on the Bonds. All of the Issuer’ right, title and interest in and to the
Bond Agreement (except for its right to enforce certain limited provisions contained in
Sections 6.08, 6.10, 6.11 and 9.07 of the Bond Agreement) has been pledged and assigned to the
Trustee as security for the payment of the Bonds.

        4.     Occurrence of a Determination of Taxability. The Bonds shall bear interest on the
first Payment Date after the occurrence of a Determination of Taxability, computed at the rate set
forth in Section 2.03 of the Bond Agreement (the “                 )
                                                     Taxable Rate” (on a 360-day year, actual
days elapsed basis) on the outstanding principal amount of the Bonds (as reduced from time to
time) from the date of the Event of Taxability to such Payment Date, less any interest already
paid. Thereafter, the Bonds shall bear Taxable Interest as defined in Section 2.03 of the Bonds
Agreement and as provided in this Section payable on each Payment Date. Except for Taxable
Interest allocable to the period between the Event of Taxability and the Payment Date
immediately following the Determination of Taxability, Taxable Interest payable under this
Section shall be payable with respect to the same period, at the same time and in the same
manner as interest payments regularly paid pursuant to the Bond Agreement.

       Taxable Interest payable on the Bonds for purposes of this Section shall be equal to the
sum the then-applicable rate as adjusted pursuant to Section 2.03 of the Bond Agreement. The
Issuer has agreed in the Bond Agreement to pay to the Bondowners (and any former
Bondowners holding Bonds during any period subsequent to an Event of Taxability) as
additional interest, the amount of penalties, additions to tax (exclusive of any taxes imposed
under Section 11 or any successor provision of the Code) or interest assessed against the
Bondowners (and former Bondowners) on account of a Determination of Taxability. Taxable

                                                 B-3
Interest to be paid pursuant to this Section for the period between the Event of Taxability and the
Payment Date immediately following the Determination of Taxability shall be paid immediately
following the Determination of Taxability in the same manner as interest is paid to Bondowners
in accordance with the Bond Agreement.

        Any Bondowner shall have the right, but not the obligation, to arrange for the contest of
an allegation that an Event of Taxability has occurred, by appropriate legal proceedings. In the
event no Bondowner shall contest the Event of Taxability, the Borrower shall have the option but
not the obligation to do so. If (i) the Borrower shall have made any additional payments to a
Bondowner or former Bondowner by reason of an Event of Taxability pursuant to this Section,
and (ii) it shall be successfully claimed for the taxable year in question that the interest on the
                                                                 s
Bonds for such taxable year is excluded from the Bondowner’ or former Bondowner’ taxable  s
income for federal income tax purposes (for this purpose a claim shall be deemed successful only
upon the occurrence of a “      determination,” as defined in Section 1313(a) or any successor
provision of the Code) or, if the Bondowner or former Bondowner shall not have included such
                              s                        s
interest in the Bondowner’ or former Bondowner’ taxable income for federal income tax
purposes upon expiration of the statute of limitations provided by Section 6501 or any successor
provision of the Code with respect to such taxable year, then the Bondowner or former
Bondowner (as the case may be) shall pay to the Borrower the amount of any such additional
payments which had been made by the Borrower to the Bondowner or former Bondowner, less
any actual expenses incurred by such Bondowner or former Bondowner as a result of the Event
of Taxability. Upon successful challenge of an Event of Taxability, the interest rate on the
Bonds shall return to the interest rate ordinarily payable hereunder as if no Event of Taxability
had ever been alleged.

        5.     Prepayment of Bonds. This Bond may not be called for redemption prior to its
stated maturity except as provided in paragraph 5, 6 or 7 herein; provided, however, that nothing
herein shall be deemed to limit the right of acceleration of Bond maturities upon the occurrence
of a Bond Default.

        6.     Optional Prepayment. Bonds may be prepaid at any time, in whole or in part, at
par and without premium if: (a) the Bonds are in a floating rate mode or (b) on any Reset Date or
(c) pursuant to the Optional Redemption Schedule approved by the Original Purchaser (whether
the Bonds are fixed rate or floating rate Bonds).

        If Bonds are in, or have been converted to, a fixed rate mode, such Bonds may be prepaid
at any time, in whole or in part, provided that, at the time of such prepayment, the Borrower also
pays a fee, equal to 30 basis points (.30%) times the principal amount of the Bonds prepaid.

       The Bonds are subject to redemption prior to maturity upon receipt by the Trustee of the
written request from the Borrower stating that it intends to prepay the Loan upon notice,
provided by the Trustee not less than 30 days prior to the redemption date, and thereby effect
redemption of the Bonds being redeemed, at par plus accrued interest to the redemption date.
The optional redemption schedule delivered to the Trustee on the Closing Date and described in
the Credit Agreement shall be deemed to satisfy the foregoing notice requirement.




                                               B-4
       7.       Optional Redemption of Bonds Upon Occurrence of Certain Extraordinary
Events. The Bonds shall be subject to redemption, in whole or in part, at par plus accrued
interest to the Redemption Date at the option of the Borrower, or the Bondowners by Requisite
Consent. If the Project is affected as set forth below, each shall have an independent option to
have the Loan repaid in whole out of Net Proceeds of an insurance or condemnation award
relating to destruction or damage or condemnation of all or any part of the Project, and to direct
the Issuer (i) to call for redemption and prepayment all the Outstanding Bonds if the Project is
damaged, condemned or taken as set forth below, or (ii) to call for redemption and prepayment
that amount of Outstanding Bonds attributable to debt incurred for the Project as determined by
the Trustee if:

                (a)     The Project shall have been damaged or destroyed to such extent that, in
                                                         s
the opinion of the Borrower expressed in a Borrower’ Certificate, or in the written opinion of an
independent architect acceptable to the Trustee and, if the Original Purchaser then owns any of
the Bonds, the Original Purchaser, filed with the Issuer and the Trustee following such damage
or destruction (i) the completion of the Project will be delayed for at least six months, (ii) it is not
practicable or desirable to rebuild, repair or restore the Project within a period of six consecutive
months following such damage or destruction, or (iii) the party occupying the Project is or will
be thereby prevented from carrying on its normal operations for a period of at least six
consecutive months;

                (b)     Title to or the temporary use of all or substantially all of the shall have
been taken under the exercise of the power of eminent domain by any governmental Issuer to
                                                                             s
such extent that, in the opinion of the Borrower expressed in a Borrower’ Certificate, or in the
written opinion of an independent architect acceptable to the Trustee and, if the Original
Purchaser then owns any of the Bonds, the Original Purchaser filed with the Issuer and the
Trustee (i) the completion of the Project will be delayed for at least six months, or (ii) the party
occupying the Project is or will be thereby prevented from carrying on its normal operations at
the Project site for a period of at least six consecutive months;

                (c)     Any court or administrative body of competent jurisdiction shall enter a
judgment, order or decree requiring the party occupying the Project to cease all or any substantial
part of its operations at the Project site to such extent that, in the opinion of the Borrower
                                s
expressed in the Borrower’ Certificate, filed with the Issuer and the Trustee, the party
occupying the Project is or will be thereby prevented from carrying on its normal operations at
the Project site for a period of at least six consecutive months;

                (d)    As a result of any changes in the Constitution of Wisconsin or the
Constitution of the United States of America or of legislative or administrative action (whether
state or federal) or by final decree, judgment or order of any court or administrative body
(whether state or federal), this Bond Agreement shall have become void or unenforceable or
impossible of performance in accordance with the intent and purposes of the parties as expressed
herein, or unreasonable burdens or excessive liabilities shall have been imposed on the Issuer or
the Borrower including, without limitation, federal, state or other ad valorem, property, income
or other taxes not being imposed on the date hereof; or




                                                  B-5
               (e)                                                    s
                       If it shall be discovered that the Borrower’ title to the Project shall be
                                         s
materially defective, and the Borrower’ title to the Project shall be lost by reason of such defect.

       In any such case, the Borrower or Bondowners shall, to exercise their respective options
hereunder, give notice to the Issuer, the Trustee and the Bondowners or the Borrower, as the case
may be, in writing of its or their intent to exercise this option and specifying the proposed
Redemption Date, within thirty (30) days following discovery of the event by the party
determining to exercise its option hereunder.

        If the Borrower shall have received proceeds of an insurance or condemnation award
relating to destruction or damage or condemnation of all or any part of the Project, and such net
proceeds exceed the amount necessary to rebuild, repair or restore the applicable Facility, the
Borrower agrees to direct the Issuer to call for redemption and prepayment Outstanding Bonds
equal to the amount of such resulting excess net proceeds.

        8.      Mandatory Tender at Option of Original Purchaser. The Bonds shall be subject to
mandatory tender, in whole, but not in part, at the option of the Original Purchaser, so long as the
Original Purchaser owns all of the Outstanding Bonds, on any Reset Date unless the Original
Purchaser elects, in its sole discretion, to continue to own the Bonds through the next Reset Date.
The Original Purchaser shall give prior written notice to the Borrower and the Trustee of such
mandatory tender by not less than ninety (90) days prior to any Reset Date. The tender price in
such event shall be 100% of the principal amount of the Bonds so redeemed, plus all accrued
interest to the Reset Date.

        9.     Notice and Effect of Redemption or Tender. Notice of the call for any
redemption or tender of Bonds prior to maturity shall be given by mailing a copy of the
redemption notice by first-class mail not less than 30 nor more than 60 days prior to the Reset
Date to the Bondowner of each Bond to be redeemed at the address shown on the Bond Register;
provided, however, that failure to give any such notice as aforesaid or any defect therein with
respect to any particular Bond shall not affect the validity of any proceedings for the redemption
of any other Bond.

        Each redemption notice shall (i) identify the particular Bonds or portions thereof to be
redeemed (including, at a minimum, certificate numbers and called amount for each certificate
(for partial calls), Redemption Date, redemption agent name and address, date of issue, maturity
date, and other descriptive information, if any, that accurately identifies the particular Bonds
called for redemption), (ii) identify the provisions of the Bond Agreement pursuant to which the
Bonds are being redeemed, (iii) identify the place of payment, (iv) state the applicable
redemption price, including the premium, if any, and (v) state that interest on the Bonds or
portions thereof thus called for redemption will cease to accrue from and after the Redemption
Date specified therein.

        If pursuant to the Bond Agreement the Trustee shall hold funds in the form of cash or
Government Obligations which are available and will be sufficient in amount to pay the principal
of and premium, if any, on the Bonds or portions thereof thus called for redemption and to pay
the interest thereon to the Redemption Date, such Bonds or portions thereof shall cease to bear
interest from and after the Redemption Date in question.


                                                B-6
        10.    Other Provisions. Except as provided in the Bond Agreement, the owners of the
Bonds shall have no right to enforce the provisions of the Bond Agreement or to institute action
to enforce the covenants therein, or to take any action with respect to any event of default under
the Bond Agreement, or to institute, appear in or defend any suit or other proceedings with
respect thereto. In certain events, on the conditions, in the manner and with the effect set forth in
the Bond Agreement, the principal of all Bonds issued under the Bond Agreement and then
outstanding may become or may be declared due and payable before the stated maturity thereof,
together with interest accrued therein. Amendments, supplements, modifications and alterations
of the Bond Agreement may be made only to the extent and in the circumstances permitted by
the Bond Agreement.

         This Bond may be transferred in whole or in part and may be transferred only in
compliance with existing state and federal securities laws, and only by a written assignment duly
                                                             s
executed by the registered owner hereof or by such owner’ duly authorized legal representative.
Upon presentation and surrender of this Bond together with said executed form of assignment at
the designated corporate trust office of the Trustee, the Trustee shall register the transfer of this
Bond in the Bond register maintained by the Trustee; provided, however, that the Trustee shall
have no obligation to register the transfer unless the executed assignment shall be satisfactory to
it in form and substance. Upon registration of the transfer of this Bond, the Trustee shall cancel
this Bond, and the Issuer shall issue, and the Trustee shall authenticate, one or more new Bonds
of the same maturity and interest rate and in the same aggregate outstanding principal amount as
this Bond. The Issuer and the Trustee may deem and treat the registered owner hereof as the
absolute owner hereof for the purpose of receiving payment of or on account of the principal of,
premium, if any, and interest due hereon and for all other purposes, and neither the Issuer, nor
the Trustee nor any alternate paying agent shall be affected by any notice to the contrary.

        IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required to exist, happen and be performed precedent to and in the execution and delivery
of the Bond Agreement and the issuance of this Bond do exist, have happened and have been
performed in due time, form and manner as required by law, and that the issuance of this Bond
and the issue of which it forms a part has been duly authorized by the Issuer and does not exceed
or violate any constitutional or statutory limitation. This Bond is issued with the intent that the
laws of the State of Wisconsin will govern its construction. This Bond shall not be valid or
become obligatory for any purpose or be entitled to any security or benefit under the Bond
Agreement until the certificate of authentication hereon shall have been signed by the Trustee.




                                                B-7
        IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed in its name by
the signatures of the Highest Elected Official and the Clerk, each on behalf of the Issuer, and its
corporate seal to be hereunto impressed.


                                         FITCHBURG COMMUNITY & ECONOMIC
                                         DEVELOPMENT AUTHORITY, CITY OF
                                         FITCHBURG, WISCONSIN


                                         By:
                                         Name:_______________________________________
               [SEAL]
                                         Title:________________________________________


                                         By:
                                         Name:_______________________________________
                                         Title:________________________________________




                                               B-8
                          CERTIFICATE OF AUTHENTICATION

       This Bond is one of the Bonds described in the within-mentioned Bond Agreement.

                                      U.S. BANK NATIONAL ASSOCIATION, as Trustee
Date of Authentication:

                                      By:
                                            Authorized Signatory




                                            B-11
                                        ASSIGNMENT

                                                           SOCIAL SECURITY OR FEDERAL
                                                           EMPLOYER IDENTIFICATION
                                                           NUMBER:


         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto



the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints



attorney-in-fact to transfer the within Bond on the books kept for registration thereof, with full
power of substitution in the premises.


Dated:




NOTICE: Signature(s) must be guaranteed              NOTICE: The signature to this assignment
by a member firm of the New York Stock               must correspond with the name as it appears
Exchange or a commercial bank or trust               upon the face of the within Bond in every
company.                                             particular, without alteration or enlargement
                                                     or change whatsoever.




                                              B-10
                                          EXHIBIT C

                               FORM OF PROMISSORY NOTE

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR THE APPLICABLE STATE “BLUE SKY”LAWS AND REGULATIONS
OF ANY STATE AND MAY NOT BE DISPOSED OF TO ANY PERSON OTHER THAN
U.S. BANK NATIONAL ASSOCIATION OR ITS SUCCESSOR AS TRUSTEE UNDER A
BOND AGREEMENT DATED EVEN HEREWITH, UNLESS IT IS REGISTERED
THEREUNDER OR THERE IS DELIVERED TO THE MAKER HEREOF AN OPINION OF
RECOGNIZED COUNSEL SATISFACTORY TO THE MAKER TO THE EFFECT THAT IT
MAY BE RESOLD OR OTHERWISE DISPOSED OF PURSUANT TO EXEMPTION FROM
SUCH REGISTRATION REQUIREMENTS.


                                    PROMISSORY NOTE

$5,000,000                                                                     _________, 2010


        FOR VALUE RECEIVED, the undersigned, TJM MCKEE ROAD, LLC, a Wisconsin
limited liability company and PLACON CORPORATION, a Wisconsin corporation (jointly and
severally, the “           )
                 Borrower,” which term shall be construed to include the successors and assigns
of the Borrower), hereby promises to pay to the order of the FITCHBURG COMMUNITY &
ECONOMIC DEVELOPMENT AUTHORITY, CITY OF FITCHBURG, WISCONSIN, an
authority existing under the laws of the State of Wisconsin (the “        ),
                                                                   Issuer” the principal sum of
FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($5,000,000) (or such lesser
amount as may have been requisitioned under that certain Bond Agreement (the “             Bond
             )
Agreement” dated December 1, 2010 by and among the Issuer, the Borrower, U.S. Bank
National Association, as Trustee, and U.S. Bank National Association, as Original Purchaser,
which Bond Agreement secures the Bonds), payable in the same installments of principal and
interest, due on the same dates and at the same interest rates and premiums, as are set forth for
the Bonds in the Bond Agreement.

       This Promissory Note constitutes the Promissory Note issued under the Bond Agreement,
which Bond Agreement is hereby incorporated herein by this reference. Reference is hereby
made to the Bond Agreement for a statement of the terms and conditions on which the Loan
evidenced hereby was made, and for a description of the terms and conditions upon which this
Promissory Note may be prepaid or its maturity accelerated.


                                        TJM MCKEE ROAD, LLC

                                        By:
                                        Name:_______________________________________
                                        Title:________________________________________


                                              C-1
PLACON CORPORATION

By:
Name:_______________________________________
Title:________________________________________




     C-2
                                        ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned, Fitchburg Community & Economic
Development Authority, City of Fitchburg, Wisconsin, hereby assigns, without recourse, all its
right, title and interest in and to the above Promissory Note to U.S. Bank National Association,
or its successor or successors, as Trustee under the Bond Agreement referenced above.

       Dated: December ___, 2010.


                                        FITCHBURG COMMUNITY & ECONOMIC
                                        DEVELOPMENT AUTHORITY, CITY OF
                                        FITCHBURG, WISCONSIN


                                        By:
                                        Name:_______________________________________
                                        Title:________________________________________


                                        By:
                                        Name:_______________________________________
                                        Title:________________________________________




                                              C-3
                                          EXHIBIT D

                                          S
                          FORM OF BORROWER’ REQUISITION

                                      s
                              Borrower’ Requisition No. ______

U.S. Bank National Association, as Trustee
1555 North River Center Drive
Milwaukee, Wi 53212
Attn: _________________

       Re:     $5,000,000 Fitchburg Community & Economic Development Authority,City of
               Fitchburg, Wisconsin,
               Midwest Disaster Area Bonds, Series 2010
               (Placon Corporation Project)

                      s
       This Borrower’ Requisition is delivered to you pursuant to Sections 4.02 and 6.03 of the
Bond Agreement dated ______________, 2010 (the “                           )
                                                         Bond Agreement” by and among the
Fitchburg Community & Economic Development Authority, City of Fitchburg, Wisconsin (the
“       ),
 Issuer” TJM MCKEE ROAD, LLC, a Wisconsin limited liability company and PLACON
CORPORATION, a Wisconsin corporation (jointly and severally, the “                 ),
                                                                        Borrower,” U.S. Bank
National Association, as Trustee, and U.S. Bank National Association, as Original Purchaser.
Reference is made to the Project Fund Account created in Section 3.02 of the Bond Agreement.
Any capitalized terms not defined herein shall have the same meaning as in the Bond Agreement.

        The Borrower hereby requisitions an aggregate amount of $_______________ from the
Project Fund Account. The Trustee is directed to disburse such amounts.

                                 s
       In support of the Borrower’ Requisition, the undersigned hereby certify as follows:

       1.      The amounts for which payment is being requisitioned:

       (a)     Have been incurred by the Borrower and paid (or are presently due and owing) for
the specific purposes to the specific suppliers (copies of invoices, lien waivers, and certificate
from project inspector, are submitted herewith) and in the specific component amounts listed in
Schedule A attached hereto;

        (b)   Have been incurred by the Borrower for land or property of a character subject to
the allowance for depreciation under Section 167 of the Internal Revenue Code of 1986, as
amended (the “      ),
              Code” except as otherwise indicated in Schedule A attached hereto;

       (c)     Were incurred by the Borrower after June 13, 2010;

       (d)     Are chargeable to the capital account of the Project or would be so chargeable
either with a proper election of the Borrower or but for a proper election by the Borrower to
deduct such amounts; and



                                               D-1
        (e)     Will not result in less than 95% of the Bond Proceeds being used for the
acquisition or improvement of land, or acquisition, construction, reconstruction or improvement
of property of a character permitted by Section 702(a) of the Code.

       2.      The amounts, if any, requisitioned for payment of issuance expenses:

        (a)    Have been incurred by the Borrower and paid (or are presently due and owing) for
the specific purposes to the specific persons and in the amounts listed in Schedule B attached
hereto; and

       (b)     Have been or will be capitalized by the Borrower for federal income tax purposes.

        3.   The estimated completion date of the Project now is _____________________.
The Borrower is not in default under the Bond Agreement, except as follows (if no default exists,
so state):




       4.       Nothing has occurred to the knowledge of the undersigned which will prevent the
performance by the Borrower of its obligations under the Bond Agreement, except as follows (if
none, so state):




       5.      The Borrower certifies either (check appropriate paragraph):

          (a) That each item of cost included in this requisition was included in the list of
                                        s
Project Costs as stated in the Borrower’ Certificate dated the Original Issue Date, upon which
the determination of the weighted average reasonably expected economic life of the Project was
made; or

          (b) That the reasonably expected economic life to the Borrower of the property for
which payment is being requested, determined as of the later of the date on which the Bonds
were issued or the date on which that property was or is expected to be placed in service, will not
cause the average maturity of the Bonds to exceed 120% of the weighted average reasonably
expected economic life of the property, taking into account the substituted or additional property,
to be financed or refinanced, directly or indirectly, with the Bond Proceeds, determined in
accordance with Section 147(b) of the Code.

       6.                    s
              No Borrower’ Requisition has previously been submitted in respect of the costs
                                    s
which form a basis for this Borrower’ Requisition.

       7.      All disbursement procedures required by the Bank have been completed.

      8.       You are hereby requested to pay the amount requisitioned in the following
manner:

                                               D-2
       (a)    To the Borrower by check; or

       (b)    To the Borrower by deposit in its general account (No. ______________)
maintained at                                                                 ___; or

       (c)    Other:
                                                                                     _____.

       Executed by the undersigned on _____________________.


                                       TJM MCKEE ROAD, LLC

                                       By:
                                       Name:_______________________________________
                                       Title:________________________________________

                                       PLACON CORPORATION

                                       By:
                                       Name:_______________________________________
                                       Title:________________________________________


       Approved and funded by the transfer of $_________ to the Trustee, as provided in
Sections 3.01, 3.02, 4.01 and 4.02 and Article XIII of the Bond Agreement, by the undersigned
on _____________________.

                                       U.S. BANK NATIONAL ASSOCIATION, as
                                       Original Purchaser


                                       By:
                                             Its Authorized Officer




                                             D-3
                            SCHEDULE A

                        LIST OF EXPENDITURES
034605-0112\1624454.2




                                D-4
        FITCHBURG COMMUNITY & ECONOMIC DEVELOPMENT AUTHORITY
                     CITY OF FITCHBURG, WISCONSIN

                                  RESOLUTION NO. R-112-10


                          FINAL RESOLUTION REGARDING
                      MIDWEST DISASTER AREA BOND FINANCING
                        FOR PLACON CORPORATION PROJECT


       BE IT RESOLVED by the Common Council of the City of Fitchburg, Wisconsin, on
behalf of the Fitchburg Community & Economic Development Authority of the City of
Fitchburg, Wisconsin (the “       ),
                           Issuer” as follows:

Section 1 Recitals.

       1.01 Under Wisconsin Statutes, Section 66.1335, as amended (the “    ),
                                                                        Act” the Issuer is
authorized and empowered to issue bonds.

         1.02 By a resolution duly adopted on August 10, 2010, entitled “                    INITIAL
RESOLUTION REGARDING RECOVERY ZONE FACILITY AND/OR MIDWEST
DISASTER AREA BOND FINANCING FOR PLACON CORPORATION” the Common
Council of the City of Fitchburg (the “                        ),
                                          Common Council” on behalf of or through the Issuer,
expressed its intention to issue bonds in an amount not to exceed $16,000,000 (the “              )
                                                                                           Bonds” to
finance a project to be owned by Placon Corporation and TJM McKee Road, LLC (the
“            )
 Borrower” consisting of financing (i) construction of an approximately 70,400 square-foot
facility located at 6124 McKee Road in the City of Fitchburg, Wisconsin (the “                )
                                                                                     Facility” which
is used by the Borrower as a manufacturing facility, (ii) the acquisition and installation of
fixtures at the Facility, and (iii) payment of certain costs related to the issuance of the Bonds, all
of which would contribute to the well-being of the City of Fitchburg, Wisconsin, all of which
would contribute to the well-being of the City of Fitchburg, Wisconsin.

       1.03 Notice of adoption of the initial resolution adopted on August 10, 2010, was
published as provided in the Act, and no petition requesting a referendum upon the question of
issuance of the revenue bonds has been filed.

       1.04 Pursuant to Wisconsin Statutes, Section 66.1335, as amended, the Issuer may
finance a project which is located entirely within the geographic limits of the Issuer.

     1.05 Drafts of the following documents have been submitted to the Issuer and the
Common Council, and are ordered filed in the office of the City Clerk:

       (a) a Bond Agreement (the “                    ),
                                    Bond Agreement” proposed to be entered into among the
       Issuer, the Borrower, U.S. Bank National Association, as trustee (the “        )
                                                                              Trustee” and U.S.
       Bank National Association, as original purchaser (the “Original Purchaser”);
       (b) a Promissory Note from the Borrower to the Issuer, and assigned to the Trustee; and

       (c) a No Arbitrage Certificate.

Section 2 Findings and Determinations.

It is hereby found and determined that:

       (a) based on representations of the Borrower, the Project constitutes a project authorized
       by the Act;

       (b) a public hearing meeting of the Issuer was duly held on December 2, 2010 and the
       Issuer referred the recommended final approval of this Resolution to the Common
       Council;

       (c) a public hearing of the Common Council, on behalf of the Issuer, was duly held on
       December 14, 2010 in accordance with the provisions of Section 147(f) of the Internal
       Revenue Code of 1986, as amended, at which residents of the City of Fitchburg,
       Wisconsin were given an opportunity to be heard in regard to the proposed issuance of
       the Bonds and the nature and location of the proposed Project;

       (d) the purpose of the Issuer's financing costs of the Project is and the effect thereof will
       be to promote the public purposes set forth in the Act;

       (e) it is desirable that a series of bonds in the aggregate principal amount not to exceed
       $5,000,000 be issued by the Issuer upon the terms set forth in the Bond Agreement, under
       the provisions of which the Issuer's interest in the Bond Agreement (except for certain
       rights as provided therein) and the loan repayments will be assigned to the Trustee as
       security for the payment of principal of and interest on and premium, if any, on all the
       Bonds outstanding under the Bond Agreement;

       (f) based on representations of the Borrower, the loan payments provided for in the Bond
       Agreement, and the formula set out for revising those payments under the Bond
       Agreement as required under the Act, are sufficient to produce income and revenue to
       provide for prompt payment of principal of and interest on and premium, if any, on
       Bonds issued under the Bond Agreement when due; the amount necessary in each year to
       pay the principal of and interest on the Bonds is the sum of the principal and interest on
       the Bonds due in such year, whether on a stated payment date, a redemption date, or
       otherwise; the Bond Agreement provides that the Borrower shall provide for the
       maintenance of the Project in good repair, keeping it properly insured; and

       (g) under the provisions of the Act, the Bonds shall be limited obligations of the Issuer
       and the Bonds do not constitute an indebtedness of the Issuer, within the meaning of any
       state constitutional or statutory provision, and do not constitute nor give rise to a charge
       against the Issuer's general credit or taxing powers or a pecuniary liability of the Issuer.




                                                 2
Section 3 Approvals and Authorizations; Authentication of Transcript.

        3.01 This resolution, along with the public meeting of the Issuer held on December 2,
2010, shall constitute the approval of the Bonds within the meaning of Section 147(f) of the
Internal Revenue Code of 1986, as amended, and the Bonds are hereby approved. There is
hereby approved the issuance by the Issuer of its tax-exempt Midwest Disaster Area Bonds
(specifically, the Bonds) in an aggregate principal amount not to exceed $5,000,000, for the
purpose of financing the Project.

        3.02 The documents listed in Section 1.05 hereof, together with such subsequent
                                                                                  s
changes as may be requested and approved by bond counsel and the Issuer’ attorney, are
approved. The Mayor and the City Clerk are hereby authorized and directed, in the name and on
behalf of the Issuer, to execute such documents listed in Section 1.05 hereof to which the Issuer
is a party, and either one of them or both of them are authorized and directed to execute such
other documents, agreements, instruments or certificates as are deemed necessary or desirable by
the Issuer's attorney and bond counsel, including an Internal Revenue Service Form 8038.

        3.03 The Issuer shall proceed to issue its Midwest Disaster Area Bonds, Series 2010
(Placon Corporation Project), in the aggregate principal amount not to exceed $5,000,000, in the
form and upon the terms set forth in the Bond Agreement, which terms, including without
limitation, interest rates, redemption provisions and maturity, are for this purpose incorporated in
this resolution and made a part hereof. The Mayor and the City Clerk, on behalf of the Issuer,
are authorized and directed to execute and seal the Bonds as prescribed in the Bond Agreement
and to deliver them to the Trustee (together with a certified copy of this resolution and any other
documents required by the Bond Agreement) for authentication and delivery to the original
purchaser.

       3.04 The publication in the official newspaper of the Issuer of the notice for the public
hearing referred to in Section 2(c) of this Resolution, and such notice of public hearing as so
published, are hereby ratified.

        3.05 The Issuer hereby elects to have the provisions of Section 144(a)(4)(A) of the
Internal Revenue Code of 1986, as amended, apply to the Bonds.

        3.06 The Mayor and the City Clerk, on behalf of the Issuer, are authorized to prepare
and furnish to the Trustee and bond counsel certified copies of all proceedings and records of the
Issuer relating to the Bonds, and such other affidavits and certificates as may be required by the
Trustee and bond counsel to show the facts relating to the legality and marketability of the Bonds
as such facts appear from the books and records in the officers' custody and control or as
otherwise known to them.

        3.07 The approval hereby given to the various documents referred to in this resolution
includes the approval of such additional details therein as may be necessary and appropriate for
their completion and such modifications thereto, deletions therefrom and additions thereto as
                                 s
may be approved by the Issuer’ attorney and bond counsel. The execution of any document by
the appropriate officer or officers of the Issuer herein authorized shall be conclusive evidence of
the approval by the Issuer of such document in accordance with the terms hereof.



                                                 3
       3.08   U.S. Bank National Association shall initially assume and perform the duties of
Trustee.

       3.09 Notice of sale of the Bonds, in the form attached hereto as Exhibit A, shall be
published in the official newspaper of the Issuer as a class 1 notice under Chapter 985 of the
Wisconsin Statutes.

         3.10 The Bonds shall be limited obligations of the Issuer payable by it solely from
revenues and income derived by or for the account of the Issuer from or for the account of the
Borrower pursuant to the Bond Agreement. As security for the payment of the principal of,
premium, if any, and interest on the Bonds, the Issuer shall pledge and assign to the Trustee all
of its right, title and interest in and to the trust estate described in the Bond Agreement.

       Adopted: December 14, 2010.

                                        CITY OF FITCHBURG, for itself and on behalf of the
                                        Fitchburg Community & Economic Development
                                        Authority of the City of Fitchburg



                                        By:_________________________________________
                                        Name/Title: __________________________________


                                        Attest:_______________________________________
                                        Name/Title: ___________________________________




                                               4
             CERTIFICATION BY CLERK OF THE CITY OF FITCHBURG

        I, Linda Cory, being first duly sworn, hereby certify that I am the duly qualified and
acting City Clerk of the City of Fitchburg, Wisconsin, and acting on behalf of the Fitchburg
Community & Economic Development Authority of the City of Fitchburg (the “                   ),
                                                                                     Issuer” and as
such I have in my possession, or have access to, the complete corporate records of the Issuer;
that I have carefully compared the transcript attached hereto with the aforesaid records; and that
said transcript attached hereto is a true, correct and complete copy of all the records in relation to
the adoption of Resolution No. ____ entitled:

                         FINAL RESOLUTION REGARDING
                       MIDWEST DISASTER AREA BONDS FOR
               FOR PLACON CORPORATION AND TJM MCKEE ROAD, LLC

       I hereby further certify as follows:

       1.      Said Resolution was considered for adoption and referral to the Common Council
by the Commissioners of the Issuer at a meeting held at City Hall, 5220 Lacy Road, Fitchburg,
Wisconsin at 7:00am on December 2, 2010. Said meeting was a regular meeting of the Issuer
and was held in open session.

        2.     Said Resolution was on the agenda for said meeting and public notice thereof was
given not less than twenty-four (24) hours prior to the commencement of said meeting in
compliance with Section 19.84 of the Wisconsin Statutes, including, without limitation, by
posting on the bulletin board in the City Hall, by notice to those news media who have filed a
written request for notice of meetings, and by notice to the official newspaper of the Issuer.

      3.       Said meeting was called to order by _______________, who chaired the meeting.
Upon roll, I noted and recorded that the following commissioners were present:




       and that the following commissioners were absent:




        I noted and recorded that a quorum was present. Various matters and business were
taken up during the course of the meeting without intervention of any closed session. One of the
matters taken up was said Resolution, which was introduced, and its adoption was moved by
____________________ and seconded by ____________________. Following discussion and
after all commissioners who desired to do so had expressed their views for or against said



                                                  5
Resolution, the question was called, and upon roll being called and the continued presence of a
quorum being noted, the recorded vote was as follows:

        AYE:




        NAY:




        ABSTAINED:




       4.      Said Resolution was further considered for adoption by the Common Council, on
behalf of the Issuer, at a meeting held at City Hall, 5220 Lacy Road, Fitchburg, Wisconsin at
7:30pm on December 14, 2010. Said meeting was a regular meeting of the Common Council
and was held in open session.

        2.     Said Resolution was on the agenda for said meeting and public notice thereof was
given not less than twenty-four (24) hours prior to the commencement of said meeting in
compliance with Section 19.84 of the Wisconsin Statutes, including, without limitation, by
posting on the bulletin board in the City Hall, by notice to those news media who have filed a
written request for notice of meetings, and by notice to the official newspaper of the Issuer.

      3.       Said meeting was called to order by _______________, who chaired the meeting.
Upon roll, I noted and recorded that the following alderpersons were present:




       and that the following alderpersons were absent:




                                               6
        I noted and recorded that a quorum was present. Various matters and business were
taken up during the course of the meeting without intervention of any closed session. One of the
matters taken up was said Resolution, which was introduced, and its adoption was moved by
____________________ and seconded by ____________________. Following discussion and
after all alderpersons who desired to do so had expressed their views for or against said
Resolution, the question was called, and upon roll being called and the continued presence of a
quorum being noted, the recorded vote was as follows:

         AYE:




         NAY:




         ABSTAINED:




       Whereupon the meeting chair declared said Resolution adopted, and I so recorded it.

        IN WITNESS WHEREOF, I have signed my name and affixed the seal of the Issuer
hereto on this 14st day of December, 2010.

                                                   CITY OF FITCHBURG, WISCONSIN



[SEAL]                                             By:
                                                         Linda Cory, City Clerk




                                               7
                                         EXHIBIT A

                               NOTICE TO THE ELECTORS

       On December 14, 2010, a resolution was offered, read, approved and adopted whereby
the Common Council of the City of Fitchburg, on behalf of the Fitchburg Community &
Economic Development Authority of the City of Fitchburg, authorized the issuance and sale of
Midwest Disaster Area Bonds, Series 2010 (Placon Corporation Project) in an amount not to
exceed $5,000,000 (the “        ).
                         Bonds” It is anticipated that the closing of this bond sale will be held
on or about December 16, 2010. A copy of all proceedings had to date with respect to the
authorization and sale of said Bonds is on file and may be examined in the office of the City
Clerk, City Hall, 5220 Lacy Road, Fitchburg, Wisconsin.

       This notice is given pursuant to Section 893.77, Wisconsin Statutes, which provides that
an action or proceeding to contest the validity of such financing, for other than constitutional
reasons, must be commenced within 30 days after the date of publication of this notice.


Linda Cory, City Clerk
City of Fitchburg, Wisconsin


034605-0112\7319940.1




                                               8
DATE:              DECEMBER 8, 2010

TO:                FINANCE COMMITTEE

FROM:              FINANCE DEPARTMENT

RE:                CASH DISBURSEMENTS


      Checks                          Description                  Batch        Amount
       Dated                                                     Check Nos.

      11/24/2010       WEEKLY                               A   89464 - 89544        $343,103.22

       12/1/2010       WEEKLY                               B   89552 - 89591            $61,172.33

       12/8/2010       WEEKLY                               C   89592 - 89693        $177,303.86



                                                    TOTAL                            $581,579.41




CHECK NUMBERS 89545 - 89551 WERE USED FOR APPROVED FINANCE BATCH IN THE AMOUNT OF
$1,424,234.77
DATE: DECEMBER 8, 2010

FROM: FINANCE DEPT

FOR FINANCE APPROVAL: OVER $25,000


                                                                     ACC NO         JOB#     AMOUNT
DANE COUNTY TREASURER
 Fly Dane 2010                                                       400-5710-000     2014     $27,799.71
                                                                                               $27,799.71

THE GLACIER GROUP
 Library - Direct Purchase Order for Contract No. 7 - HVAC
   Curb and Chiller                                                  400-5714-000     1210    $126,606.00
                                                                                              $126,606.00

UNIVERSITY OF WI - MADISON
 Arboretum Pond 4 (New Wet Pond in Arboretum - built and
   owned by UW-Madison FPM)                                          601-107151               $254,255.00
                                                                                              $254,255.00




                                                             TOTAL                            $408,660.71
City of Fitchburg
Committee or Commission Referral
Direct Referral Initiated by: Mayor
Direct Referral Approved by:

Date Referred: November 23, 2010       Ordinance Number:
Date to Report Back: December 14, 2010 Resolution Number: R-110-10

TITLE:               A RESOLUTION TO APPROVE THE COMMITMENT
                     AND ASSIGNMENT OF FUND BALANCES
Background: GASB 54 makes significant changes to fund type definitions and the display of
                              s
fund balance information. It’ necessary for us to document that our special revenue funds
qualify as special revenue funds per the new definitions. More detailed information about
GASB 54 is attached.

    Order                     Referred To                  Staff Contact    Place on Agenda    Action Taken
                                                                                   For          On Referral
       1        Finance Committee                          Roach           December 14, 2010
       2        Common Council                             Cory            December 14, 2010
       3
       4

Amendments:




F:\DEPTMNTS\COUNCIL\Referrals\2010\referral R-110-10.doc
                                                                                    Baker Tilly Virchow Krause, LLP
                                                                                    Ten Terrace Ct, PO Box 7398
                                                                                    Madison, WI 53707-7398
                                                                                    tel 608 249 6622
                                                                                    fax 608 249 8532
                                                                                    bakertilly.com




> To       Public Sector Auditors

> From     Don Rahn, RQL

> Date     August 31, 2010

> Re       GASB 54



GASB 54 makes significant changes to both the fund type definitions, and the display of fund balance
information. No changes are necessary for proprietary fund types or government-wide statements.

The impact of GASB 54 will be primarily in two areas. First, how governmental funds fit the new definition, and
second, how to properly display year end fund balance information. A discussion of the new requirements
follows. At the end of the discussion is Appendix A, which contains excerpts from GASB 54 including the actual
definitions.

Fund Type Determinations

Part of the deliberation process at GASB dealt with the fund balance definitions. It is obvious to most
practitioners that many governments are not following the existing definitions very closely. GASB intents that
the new definitions will be used and compliance should be high. Our goal will be to make sure that our clients
do follow the new guidance.

General Fund
The new definition for the general fund is not much different than the old definition. However, changes to the
definitions of other governmental funds may impact how the general fund is reported in the financial statements,
as other funds may need to be consolidated with the general fund.

Special Revenue Fund
The biggest change to fund type definitions is for special revenue funds. The key change to the definition is to
remove the term “                                        restricted or committed” So, the new definition has
                  legally restricted”and replace it with “                      .
three basic features:

         1. Specific revenue sources
         2. Restricted or committed
         3. Expended for specified purposes

How do we apply these to our clients? Clearly, many of the special revenue funds currently presented in client
financial statements will not meet the new definition. The three segments of the definition are discussed below.

         Specific revenue source: This term means that a specific revenue should make up a substantial
         portion of the resources in the fund. Transfers in from another fund may be part of the resources of the
         fund, but do not count as specific revenue sources. A “  substantial portion”is not defined in the
         literature. The GFOA has suggested that it need not be over half of the revenue. Perhaps as little as 20
         percent is sufficient. This computation is not related to materiality.
Public Sector Auditors

                 , 2009
Page 2


         Restricted or committed: The specific revenue source above must be either restricted or committed.
         Restricted has the same meaning as restricted net assets under GASB 34/46. This means constraints
         are placed on the revenue by external factors (creditors, grantors, contributors, or laws and regulations
         of other governments) or by constitutional provisions or enabling legislation. Enabling legislation would
         mean a local law (in Wisconsin, an ordinance) that sets a fee and legally restricts the fee to be used to
         fund certain costs (room taxes restricted to tourism).

         Committed means the revenue can only be used for certain purposes, and the constraint is placed by
         the governing body. For example, the council directs that garbage collection fees will only be used for
         garbage collection costs, but the action is not considered to be enabling legislation (in Wisconsin, a
         resolution or motion).

                                                                s
         Note that the inclusion of an item in the government’ budget (for example, a tax levy in a special
         revenue fund) does not create the commitment needed to meet the definition of a special revenue fund.
         That would require a properly worded policy adopted by the governing body. This could be part of a
         budget policy, a financial policy, or a separate policy or directive adopted by the governing body.

         Expended for specific purposes: The restriction or commitment must be for expenditures specific to a
                                for
         program. Terms such as “ contingencies”or “  emergencies”are not specific enough to qualify.

Debt Service Fund
The new definition should not cause much, if any, change from current practice. We will need to work with
clients to make sure that the actions necessary to reflect commitments or assignments are documented.

Capital Project Fund
The new definition is much more flexible than the old definition which limited capital project funds to “ major
                  .
capital facilities” The new definition is closely aligned with current practice. As with debt service funds, we will
need to work with our clients to make sure that the actions necessary to reflect commitments or assignments
are documented. Unlike special revenue funds, transfers may constitute the only funding source for capital
projects funds, as long as the resources are committed or assigned.

In summary, we will need to work with each client. We will provide a standard workpaper to document the
determination of fund type definitions. Any funds not meeting the new definitions will need to be reclassified as
part of the general fund for financial statement purposes. The client may still maintain a separate fund for
internal accounting purposes. It is also possible that the client can take actions to bring existing funds into
compliance with the new definitions. For example, if garbage fees are recorded in a separate special revenue
fund currently, but the revenues are not restricted or committed to pay for the collection costs, the governing
body could take action to create a commitment. Or, if a special revenue fund is funded with a transfer in from
the general fund, the client could, instead, fund it with a portion of the tax levy, which would provide the specific
revenue source, and the government could take action to create a commitment.

Fund Balance Information

Nonspendable
Nonspendable is very similar to the old “                                                       Not
                                         reserved”fund balance and is made up of two subsets. “ in
spendable form”is essentially the same as before, including non-current receivables, inventories, prepaids, etc.
"Legally required to be maintained intact" would be the nonspendable portions of trusts.
Public Sector Auditors

                 , 2009
Page 3


Restricted
As noted earlier, restricted has the same meaning as on the statement of net assets. So, this would include
items like debt service, spendable portions of trust funds, grant funds, library funds, left over borrowing in
capital projects funds, etc. It would also include restrictions from local laws, such as room taxes, other fees, etc.

Committed
These are constraints imposed by the governing body. It must be a formal action, and the action must occur
prior to the end of the reporting year (although the amounts may be determined later). Commitments would
include special revenue funds that are not legally restricted. Also included would be revenues (not transfers) set
aside by governing body action for specific uses (i.e. fire truck fund, etc.). The key is that there must be
appropriate documentation of the action of the governing body.

Assigned
                                                             s
Assigned includes amounts constrained by the government’ intent. This is similar in many ways to the old
designated fund balance. The assignment can be made by the governing body, a committee, or an official
designated by the governing body; for example, the CFO. Assigned includes any residual amounts in special
revenue, debt service, and capital project funds (unless negative). It also includes fund balance applied to
                   s
balance next year’ budget. This category would often include funds set aside for future projects (i.e., fire truck
                                committed”but are still intended to be separate funds. Like designations,
fund), if those amounts are not “
assignments may not create a deficit in unassigned.

Unassigned
This is the residual category in the general fund. Other governmental funds may not have positive unassigned
balances. But, they could have a negative unassigned balance if committed and restricted fund balances
exceed existing resources.

Encumbrance
                     reserve for encumbrances”in the fund balance section. Generally, amounts that are
There is no longer a “
encumbered are already part of resources which have been restricted, committed, or assigned. No further
breakdown should be provided on the balance sheet. For governments that use encumbrance accounting,
significant encumbrances should be disclosed in the commitments note. If there are amounts that have been
encumbered that are part of unassigned fund balance, those amounts should be reclassified into committed or
assigned fund balance, depending on the internal process the client uses to establish the commitment.

Disclosures
There are new disclosures required for fund balances. Specifically, who has the authority to create committed
fund balances, and what type of action do they need to take? Also, who has the authority to create an assigned
fund balance, and what policy creates that authority? Lastly, the flow of the resources hierarchy for restricted
vs. unrestricted funds, and the flow of resources hierarchy for committed, assigned, and unassigned funds. Our
footnote templates will be adjusted accordingly, as will our client questionnaire.
                               APPENDIX A – Excerpts from GASB 54

Governmental Fund Type Definitions

Governmental fund types include the general fund, special revenue funds, capital projects funds, debt
service funds, and permanent funds, as discussed in the following paragraphs.

General Fund
The general fund should be used to account for and report all financial resources not accounted for and
reported in another fund.

Special Revenue Funds
Special revenue funds are used to account for and report the proceeds of specific revenue sources that
are restricted or committed to expenditure for specified purposes other than debt service or capital
projects. The term proceeds of specific revenue sources establishes that one or more specific restricted
or committed revenues should be the foundation for a special revenue fund. Those specific restricted or
committed revenues may be initially received in another fund and subsequently distributed to a special
revenue fund. Those amounts should not be recognized as revenue in the fund initially receiving them;
however, those inflows should be recognized as revenue in the special revenue fund in which they will be
expended in accordance with specified purposes. Special revenue funds should not be used to account
for resources held in trust for individuals, private organizations, or other governments.

The restricted or committed proceeds of specific revenue sources should be expected to continue to
comprise a substantial portion of the inflows reported in the fund.2 Other resources (investment earnings
and transfers from other funds, for example) also may be reported in the fund if those resources are
restricted, committed, or assigned to the specified purpose of the fund. Governments should discontinue
reporting a special revenue fund, and instead report the fund's remaining resources in the general fund, if
the government no longer expects that a substantial portion of the inflows will derive from restricted or
committed revenue sources.

Governments should disclose in the notes to the financial statements the purpose for each major special
revenue fund-identifying which revenues and other resources are reported in each of those funds.

Capital Projects Funds
Capital projects funds are used to account for and report financial resources that are restricted,
committed, or assigned to expenditure for capital outlays, including the acquisition or construction of
capital facilities and other capital assets. Capital projects funds exclude those types of capital-related
outflows financed by proprietary funds or for assets that will be held in trust for individuals, private
organizations, or other governments.

Debt Service Funds
Debt service funds are used to account for and report financial resources that are restricted, committed,
or assigned to expenditure for principal and interest. Debt service funds should be used to report
resources if legally mandated. Financial resources that are being accumulated for principal and interest
maturing in future years also should be reported in debt service funds.

Permanent Funds
Permanent funds should be used to account for and report resources that are restricted to the extent that
only earnings, and not principal, may be used for purposes that support the reporting government's
programs-that is, for the benefit of the government or its citizenry. Permanent funds do not include
private-purpose trust funds, which should be used to report situations in which the government is required
to use the principal or earnings for the benefit of individuals, private organizations, or other governments.
Fund Balance Reporting
Fund balance for governmental funds should be reported in classifications that comprise a hierarchy
based primarily on the extent to which the government is bound to honor constraints on the specific
purposes for which amounts in those funds can be spent. Some governments may not have policies or
procedures that are comparable to those policies that underlie the classifications discussed in the
following paragraphs and therefore would not report amounts in all possible fund balance classifications.

Nonspendable Fund Balance
The nonspendable fund balance classification includes amounts that cannot be spent because they are
either (a) not in spendable form or (b) legally or contractually required to be maintained intact. The "not in
spendable form" criterion includes items that are not expected to be converted to cash, for example,
inventories and prepaid amounts. It also includes the long-term amount of loans and notes receivable, as
well as property acquired for resale. However, if the use of the proceeds from the collection of those
receivables or from the sale of those properties is restricted, committed, or assigned, then they should be
included in the appropriate fund balance classification (restricted, committed, or assigned), rather than
nonspendable fund balance. The corpus (or principal) of a permanent fund is an example of an amount
that is legally or contractually required to be maintained intact.

For purposes of reporting net assets, Statement 34, paragraph 35 , requires amounts that are "required to
be retained in perpetuity" to be classified "non-expendable" within the restricted net asset category. For
fund balance reporting purposes, however, those amounts should be classified as non-spendable rather
than restricted.

Restricted Fund Balance
Except as provided for in the previous paragraph, amounts that are restricted to specific purposes,
pursuant to the definition of restricted in paragraph 34 of Statement 34, as amended by Statement
No. 46, Net Assets Restricted by Enabling Legislation, should be reported as restricted fund balance.
Fund balance should be reported as restricted when constraints placed on the use of resources are
either:

        a. Externally imposed by creditors (such as through debt covenants), grantors, contributors, or
           laws or regulations of other governments; or

        b. Imposed by law through constitutional provisions or enabling legislation.

Enabling legislation, as the term is used in this Statement, authorizes the government to assess, levy,
charge, or otherwise mandate payment of resources (from external resource providers) and includes a
legally enforceable requirement that those resources be used only for the specific purposes stipulated in
the legislation. Legal enforceability means that a government can be compelled by an external party-such
as citizens, public interest groups, or the judiciary-to use resources created by enabling legislation only
for the purposes specified by the legislation.

Committed Fund Balance
Amounts that can only be used for specific purposes pursuant to constraints imposed by formal action of
the government's highest level of decision-making authority should be reported as committed fund
balance. Those committed amounts cannot be used for any other purpose unless the government
removes or changes the specified use by taking the same type of action (for example, legislation,
resolution, ordinance) it employed to previously commit those amounts. The authorization specifying the
purposes for which amounts can be used should have the consent of both the legislative and executive
branches of the government, if applicable. Committed fund balance also should incorporate contractual
obligations to the extent that existing resources in the fund have been specifically committed for use in
satisfying those contractual requirements.
In contrast to fund balance that is restricted by enabling legislation, amounts in the committed fund
balance classification may be redeployed for other purposes with appropriate due process, as explained
in the previous paragraph. Constraints imposed on the use of committed amounts are imposed by the
government, separate from the authorization to raise the underlying revenue. Therefore, compliance with
constraints imposed by the government that commit amounts to specific purposes is not considered to be
legally enforceable.

The formal action of the government's highest level of decision-making authority that commits fund
balance to a specific purpose should occur prior to the end of the reporting period, but the amount, if any,
which will be subject to the constraint, may be determined in the subsequent period.

Assigned Fund Balance
Amounts that are constrained by the government's intent to be used for specific purposes, but are neither
restricted nor committed, should be reported as assigned fund balance, except for stabilization
arrangements, as discussed later. Intent should be expressed by (a) the governing body itself or (b) a
body (a budget or finance committee, for example) or official to which the governing body has delegated
the authority to assign amounts to be used for specific purposes.

Both the committed and assigned fund balance classifications include amounts that have been
constrained to being used for specific purposes by actions taken by the government itself. However, the
authority for making an assignment is not required to be the government's highest level of decision-
making authority. Furthermore, the nature of the actions necessary to remove or modify an assignment is
not as prescriptive as it is with regard to the committed fund balance classification. Constraints imposed
on the use of assigned amounts are more easily removed or modified than those imposed on amounts
that are classified as committed. Some governments may not have both committed and assigned fund
balances, as not all governments have multiple levels of decision-making authority.

Assigned fund balance includes (a) all remaining amounts (except for negative balances, as discussed
later that are reported in governmental funds, other than the general fund, that are not classified as
nonspendable and are neither restricted nor committed and (b) amounts in the general fund that are
intended to be used for a specific purpose in. By reporting particular amounts that are not restricted or
committed in a special revenue, capital projects, debt service, or permanent fund, the government has
assigned those amounts to the purposes of the respective funds. Assignment within the general fund
conveys that the intended use of those amounts is for a specific purpose that is narrower than the general
purposes of the government itself. However, governments should not report an assignment for an amount
to a specific purpose if the assignment would result in a deficit in unassigned fund balance.

An appropriation of existing fund balance to eliminate a projected budgetary deficit in the subsequent
year's budget in an amount no greater than the projected excess of expected expenditures over expected
revenues satisfies the criteria to be classified as an assignment of fund balance. As discussed in the
previous paragraph, assignments should not cause a deficit in unassigned fund balance to occur.

Unassigned Fund Balance
Unassigned fund balance is the residual classification for the general fund. This classification represents
fund balance that has not been assigned to other funds and that has not been restricted, committed, or
assigned to specific purposes within the general fund. The general fund should be the only fund that
reports a positive unassigned fund balance amount. In other governmental funds, if expenditures incurred
for specific purposes exceeded the amounts restricted, committed, or assigned to those purposes, it may
be necessary to report a negative unassigned fund balance, as discussed below.
Classifying Fund Balance Amounts
Fund balance classifications should depict the nature of the net resources that are reported in a
governmental fund. An individual governmental fund could include nonspendable resources and amounts
that are restricted, committed, or assigned, or any combination of those classifications. Typically, the
general fund also would include an unassigned amount. A government should determine the composition
of its ending fund balance by applying its accounting policies regarding whether it considers restricted or
unrestricted amounts to have been spent when an expenditure is incurred for purposes for which both
restricted and unrestricted (committed, assigned, or unassigned) amounts are available. Similarly, within
unrestricted fund balance, the classification should be based on the government's accounting policies
regarding whether it considers committed, assigned, or unassigned amounts to have been spent when an
expenditure is incurred for purposes for which amounts in any of those unrestricted fund balance
classifications could be used. If a government does not establish a policy for its use of unrestricted fund
balance amounts, it should consider that committed amounts would be reduced first, followed by
assigned amounts, and then unassigned amounts when expenditures are incurred for purposes for which
amounts in any of those unrestricted fund balance classifications could be used.

The amount that should be reported as nonspendable fund balance, as described previously , should be
determined before classifying amounts in the restricted, committed, and assigned fund balance
classifications, as discussed above . In a governmental fund other than the general fund, expenditures
incurred for a specific purpose might exceed the amounts in the fund that are restricted, committed, and
assigned to that purpose and a negative residual balance for that purpose may result. If that occurs,
amounts assigned to other purposes in that fund should be reduced to eliminate the deficit. If the
remaining deficit eliminates all other assigned amounts in the fund, or if there are no amounts assigned to
other purposes, the negative residual amount should be classified as unassigned fund balance. In the
general fund, a similar negative residual amount would have been eliminated by reducing unassigned
fund balance pursuant to the policy described in the previous paragraph. A negative residual amount
should not be reported for restricted, committed, or assigned fund balances in any fund.

Fund Balance Disclosures

Fund Balance Classification Policies and Procedures
Governments should disclose the following about their fund balance classification policies and procedures
in the notes to the financial statements:
         a. For committed fund balance: (1) the government's highest level of decision-making authority
             and (2) the formal action that is required to be taken to establish (and modify or rescind) a
             fund balance commitment
         b. For assigned fund balance: (1) the body or official authorized to assign amounts to a specific
             purpose and (2) the policy established by the governing body pursuant to which that
             authorization is given

        c.   For the classification of fund balances.

             (1) whether the government considers restricted or unrestricted amounts to have been spent
                 when an expenditure is incurred for purposes for which both restricted and unrestricted
                 fund balance is available and (2) whether committed, assigned, or unassigned amounts
                 are considered to have been spent when an expenditure is incurred for purposes for
                 which amounts in any of those unrestricted fund balance classifications could be used.
                                      Fund Type Determination


                                      Resources are                                                              Perm file Location of Copy
                                      Restricted Restricted Committed Assigned   Describe the constraint         of Documentation
Fund     Fund                                    Enabling
Number   Name                         External   Legislation


Special Revenue                                                                                                                Notes
          TIF Districts             yes                     yes      N/A         State statute, bond documents, project plan   Statutes restrict the use of increments. Other revenues it depends.
          CDBG                      yes                              N/A         Grant agreement
          Grant Funds               yes                              N/A         Grant agreement
          Home loan Funds           yes                              N/A         Grant agreement
          Economic Development Loan yes                              N/A         Grant agreement
          Room Taxes                yes                              N/A         State statute                                 Usually restricted for tourism, except Madison, WI.
          Cable TV Franchise Fees   maybe        maybe      maybe    N/A         Franchise Agreement                           Need to check the agreement, many do not restrict the use of funds.
          Garbage Collection Fees                maybe      maybe    N/A         Usually an ordinance, or resolution           Most are not restricted or assigned. Would need to be in the ordinance or resolution.
          HAZMAT                    yes                              N/A         Grant agreement
          Home Grants               yes                              N/A         Grant agreement
          Cemetery Trust Funds      yes          maybe               N/A         State statute or ordinance
          Library Trust Funds       yes                              N/A         State statute                                 Wisconsin
          Library Operating Fund    yes                              N/A         State statute                                 Wisconsin
          Impact Fees                            yes                 N/A         Ordinance
          Various Trust Funds       yes                              N/A         Trust documents
                                                                     N/A
         Human Services               yes                            N/A         Grant agreements
         Recycling                    maybe      maybe      maybe    N/A         Ordinance or state statute
         Sanitation                   maybe      maybe      maybe    N/A         Ordinance or state statute
         Cable TV operations                                maybe    N/A         Governing body action needed
         IMRF benefits                                               N/A
         FICA benefits                                               N/A
         Sick leave fund                                    maybe    N/A         Governing body action needed
         Motor fuel tax                                              N/A
         Bridge aid                                                  N/A
         Sales taxes                                        maybe    N/A         Governing body action needed
         Ambulance services                                 maybe    N/A         Governing body action needed
         Swimming pool                                      maybe    N/A         Governing body action needed
         Recreation fund                                    maybe    N/A         Governing body action needed
         Small fundraising accounts   yes                            N/A         Donor restriction
         Highway funds                maybe                 maybe    N/A
         Nursing Homes                maybe                 maybe    N/A
         Blended component units      yes                            N/A         External entity restriction
         Various developer funds      maybe                 maybe    N/A         Contract or governing body.
                                                                     N/A




Debt Service
          TIF Districts              maybe                  maybe    maybe       State statute, bond documents, project plan Statutes restrict the use of increments. Other revenues it depends.
          General Debt Service       yes                                         State statute, bond documents
          Special Assessment B-Bonds yes                                         Bond documents



Capital Projects
          TIF Districts                maybe                maybe    maybe       State statute, bond documents, project plan   Statutes restrict the use of increments. Other revenues it depends.
          Capital Improvements Funds maybe       maybe      maybe    maybe       Bond documents
          Fire Truck Fund                        maybe      maybe    maybe       Governing body action, designee action        Ordinance, resolution, motion, memo
          Equipment Replacement Fund             maybe      maybe    maybe       Governing body action, designee action        Ordinance, resolution, motion, memo
          Park or greenspace acquisition         maybe      maybe    maybe       Governing body action, designee action        Ordinance, resolution, motion, memo
Richard Bloomquist                                                       Solberg
Introduced by                                                            Prepared by


Finance Committee                                                        November 23, 2010
Referred to                                                              Date

                                       RESOLUTION R-110-10


            A RESOLUTION TO APPROVE THE COMMITMENT AND
                   ASSIGNMENT OF FUND BALANCES
WHEREAS, the Governmental Accounting Standards Board (GASB) has issued Statement No. 54
which changes fund type definitions and the terminology used for fund balance reporting on balance
sheets of governmental funds, and;

WHEREAS, the Finance Committee has reviewed the new definitions and terminology and recommends
                                        s
commitment of funds for each of the City’ special revenue funds to show compliance;

NOW, THEREFORE, BE IT HEREBY RESOLVED the Common Council of the City of Fitchburg, Dane
County, Wisconsin does hereby accept the recommendations of the Finance Committee for commitment of
        s
the City’ special revenue funds as follows:

   a) resources of the Library Fund are committed for personnel, equipment, facility maintenance,
      reference materials and for outreach, circulation, and reference services supporting the activities of
      the Fitchburg Public Library in accordance with State Statute; and
   b) resources of the Park Dedication Fund, primarily park improvement fees and fees in lieu of park
      dedication and street frontage, are committed for park improvements in accordance with State
      Statute; and
   c) resources of the Cable Fund, primarily cable TV franchise fees, are committed for personnel,
      equipment, broadcasting and programming expenses and to support all activities of the City of
      Fitchburg FACT operations; and
   d) resources of the Refuse and Recycling Fund, primarily special charges for refuse and recycling
      collection and grants, are committed to support the operations of the City of Fitchburg refuse
      collection and recycling program; and
   e) resources of the Police Training and the Police Drug Enforcement Funds, primarily grants and
      awards, are committed for the purposes of police personnel training and drug enforcement
      operations; and
   f) resources of the Cemetery Fund, primarily the sale of lots, are committed for the purposes of
      providing and maintaining burial plots; and
   g) resources of the Perpetual Care Fund are committed for the purposes of perpetual care, and
   h) resources of the CEDA Fund, primarily room tax revenues, are committed to fund tourism events
      and initiatives promoting the City of Fitchburg in cooperation with the Fitchburg Chamber of
      Commerce, Madison Area Convention and Visitors Bureau and the Madison Area Sports
      Commission; and
   i) resources of future funds set up to collect fire impact fees are committed in accordance with State
      Statute for the funding of Fire facilities debt service and capital costs.

Adopted this___ day of December, 2010

                                                                 ____________________________
                                                                 Linda Cory, City Clerk

Approved:                                                        ____________________________
                                                                 Jay Allen, Mayor
City of Fitchburg
Committee of Commission Referral
Direct Referral Initiated by:
Direct Referral Approved by:

Date Referred: November 23, 2010                                   Ordinance Number:
Date to Report December 14, 2010                                   Resolution Number: R-111-10
Sponsored by: Mayor Allen                                          Drafted by: Admin

TITLE:             Approving Updates to Financial Policy Guidelines and Initiatives


Background: The Committee of the Whole held a workshop, with Mike Harrigan and Jim
Mann from Ehlers and Associates, on August 25, 2010 to review and identify updates to the
Financial Policy Guidelines. These policies have been in effect since 1995 and are reviewed and
modified periodically. General updates and modifications discussed at the workshop are included
in this version.


    Order                    Referred To                   Staff Contact    Place on Agenda        Action Taken
                                                                                   For              On Referral

      1         Finance Committee                          Roach           December 14, 2010

      2         CEDA                                       Zimmerman       December 2, 2010       Approved as
                                                                                                  amended
      3         Plan Commission                            Hovel           December 7, 2010       Approved as
                                                                                                  amended
      4


Amendments:

CEDA Amendments:
A motion was made by Hackbarth and seconded by Potts to Approve R-111-10 and to recommend to continue to be
fiscally responsible, monitor trends and ratios compared to industry standards and keep moving toward the Triple A
bond rating. Hardy adding under the land use section, that existing language remain (light manufacturing, office and
commercial uses) and recommended "mixed use" language added. Hackbarth and Potts approved the amendment.
The motion passed unanimously.


F:\DEPTMNTS\COUNCIL\Referrals\2010\referral R-111-10.doc
Note: Red-line changes were made by City Administrator Tony Roach
      Blue-line changes are recommended by the Plan Commission

                        POLICY GUIDELINES AND INITIATIVES



      POLICY GUIDELINES REAFFIRMED, AMENDED AND ADOPTED:

This five-year financial management plan is not meant to be a static document. It is
anticipated that as circumstances and conditions warrant, modifications to the plan and
the policies contained herein will be considered by the Council. In adopting the original
5 year plan, the Council established policies related to debt management and tax rate
impact. The Council has reviewed the original policy guidelines and has adopted the
following which reaffirm or replace those set forth in the original document:

1. GENERAL FUND UNDESIGNATED AND UNRESERVED FUND BALANCE

The City shall seek to maintain its undesignated and unreserved fund balance at a
minimum of between 15 and 25% of total general fund annual revenues plus the
amount of state shared revenue received during the previous year. The purpose of this
balance is to provide adequate cash flow during the year and to provide the ability of
the City to respond to unforeseeable contingencies. In addition the City will apply any
amounts in excess of this policy toward one time expenses or capital items and not to
operating purposes. Use of Fund Balance includes:

             1.   Not an annually recurring expenditure
             2.   Vehicle purchase or repair projects
             3.   Equipment or repair projects related to facilities
             4.   Other office, operating or personal equipment
             5.   Use of consultants - non-recurring

2. TAX RATE STABILITY

A. Capital Improvement Financing

The City shall seek to maintain an equalized tax rate for debt at a level which does not
exceed $2.25 / $1,000 of equalized valuation for purposes of financing its defined
capital improvement plan. Any debt or new projects subsequently authorized by
referendum would be in addition to this rate.

B. Operating Expenses & Staffing

The City will project operating expenses and staffing needs and will integrate the
projected impact of these needs with capital financing plans so that the tax rate
required to finance both operations and capital can be coordinated and maintained at
an affordable level going forward. This will require annually reviewing projections and
amending the operating and/or capital plan to address changing environmental
conditions as part of the annual budget process.

C. Growth Projections and Assumptions

The City council has reviewed alternate tax base growth projections scenarios for the
purposes of projecting impacts on future tax rates. While it is stillremains the City’s
policy to encourage growth consistent with its mastercomprehensive plan, for purposes
of financial planning the City will use a growth model that assumes the application of a
straight line figure of 75% of the actual average annual historical growth occurring over
the prior 5 year period. For January 1, 2009 this figure would be $68,998,875 (used for
Tax Bills collected in 2010). Due to the economic recession affecting the Country and
region, the model used for this update has been further adjusted to use only 50% of the
actual average growth for the next 5 years and then 75% thereafter.


3. MATCHING REVENUES AND EXPENSES FOR DEBT

Debt has been and is projected to continue to be issued for projects for which Special
Assessments are levied. It is the policy of the City to structure the payments of
principal on such debt to coincide with the levying of principal for special assessments
so as to provide adequate cash flow for the debt service fund and avoid, to the extent
possible, a general levy to cover debt payments for which assessments have been
properly levied. Concurrent with this policy is the requirement that advance payments
of special assessments be reserved for use in making debt payments as originally
scheduled or for calling and prepaying the debt where possible.


4. FINANCING OF CAPITAL EQUIPMENT AND ONGOING ROAD MAINTENANCE

Capital improvements and capital expenditures are any items which are expected to
exceed $10,000 in value and which are likely to have a useful life of five years or more.
In the original 5 year plan, the City of Fitchburg established a goal of moving away from
debt financing of ongoing equipment and roadway maintenance costs and instead
establishing an ongoing levy or sinking fund for such improvements. Significant
progress has been made on this objective. This update to the 5 year plan calls for the
movement to full funding of annual street and road maintenance projects up to
$500,000 per year and that equipment maintenance be fully funded from the annual
levy/sinking funds with the understanding that larger fire apparatus and public works
equipment with a value in excess of $100,000 and a projected life of greater than 10
years could be debt financed. In the most recent 5 year CIP (2011-2015) the City
Engineer has recommended, and the Council approved increasing the funding level for
road maintenance to $500,000 (vs. the $375,000) by year 2014.
5. PRESERVATION OF GENERAL OBLIGATION BORROWING CAPACITY

It is the City’s philosophy that its general obligation borrowing authority must be
protected and conserved. Wisconsin allows municipalities to borrow up to 5% of its
Equalized Valuation on a general obligation basis. The City of Fitchburg has adopted
an ordinance which limits itself to a 3% standard. The City hereby reaffirms its intention
to limit itself to the use of no more than 3% of its equalized valuation thereby controlling
its direct debt burden while still meeting its capital needs.

In addition, it is the philosophy of the City of Fitchburg that enterprise fund costs should
be financed with revenue debt and not general obligation debt. Utilities should continue
to be self supporting from their user fee base and therefor the use of revenue bonds for
water and sewer costs is recommended as the preferred approach to financing these
needs vs. general obligation borrowing.


6. LIMITATION ON % OF DEBT EXPENSE AS RATIO OF OPERATING BUDGET

The City currently has a ratio of debt expense to non-debt operating expenses of
approximately 12.77% if the omitted debt levy of $496,282 is included with the 2010
budget; however, this is still substantially below the 28% level of just 4 years ago. This
is a marked improvement and puts the City well within the metric levels associated with
its Aa1 rating class. It is the City’s objective to continue to monitor and control this ratio
yet the priority will be to continue to keep operating costs at economical levels and
maintain an aggressive debt payment approach. As a result this ratio may increase but
will remain within the range of 15-25%.


7. DEBT PAYMENT STRUCTURE/DURATION

The City of Fitchburg shall finance its ongoing annual capital improvement plan with the
issuance of 10 year general obligation notes. The exception to this would be the
financing of Tax Increment District expenses where the debt will be structured to match
the projected cash flow of the district and larger building projects with projected useful
lives of 20 or more years. It is also generally the philosophy of the City to avoid balloon
payment structures or significant back loading of the issue where more than 50% of the
principal is matured in the last 2 years of the issue.
8. POLICY ON BORROWING FOR TAX INCREMENTAL FINANCING:

The City has enjoyed success with the early retirement of three previous tax increment
districts. This is due in part to the careful planning of borrowing to coincide with
projected development in the districts. To assure that this success continues, the City
has determined that it will borrow for TID related expenditures only when a
development agreement or agreements for a significant amount of tax base has been
secured or when the history of the development of an area (market conditions) clearly
indicate that development will support the projected debt load.


9. LAND USE AND GROWTH

The City recognizes that it is important that its tax base be maintained and expanded
where fiscally and environmentally appropriate. It has beenis the policy of the City of
Fitchburg to encourage infill, appropriate redevelopment and new growth and
development as a means of tax base expansion provided that such growth conforms to
the City’s Master Land UseComprehensive Plan. The emphasis is on balanced growth
to assure diversity in the tax base. An emphasis has been on light industrial and
office/commercial development. vs. highly dense residential development. Properly
planned residential development is certainly encouraged., however, i In the event that
incentives can be provided, incentives should first be extended to commercial, office
and light industrial, office and appropriate commercial-mixed use type development
based upon the projected return to the City.

10. MAINTENANCE AND ENHANCEMENT OF CREDIT RATING

Fitchburg recognizes that a high quality credit rating is important to achieving the lowest
possible cost of debt when debt is used to finance capital needs. In addition, a high
quality rating is reflective of sound financial management and prudent operating
practices. It is therefore the City’s policy that its current Aa1 credit rating be maintained
and that efforts be made where possible to seek to upgrade this rating. It is recognized
that the City is now within just a single notch of the top of the rating scale (Moodys Aaa)
as a result of the recent nation wide recalibration of Municipal ratings. The City remains
committed to maintaining positive working relationships with the Credit rating agencies
and will cooperate with the representatives of such agencies through the provision of
information and, when appropriate, through personal presentations to the analysts
responsible for review of the Fitchburg account.

In summary, the City has developed these policy objectives with the intent of setting
forth its philosophy related to fiscal management. The Common Council and Mayor
recognize that circumstances change and that these objectives must be reviewed
annually, however it is the intent of the City of Fitchburg to follow these general
principals in subsequent years in order to assure the continued improvement of the
City’s fiscal integrity. This five year financial plan has thus been developed in a manner
to be fully consistent with the policy guidelines set forth above.
Mayor Allen                                                              Roach
Introduced By                                                            Drafted By

Finance, CEDA, Plan Commission                                           November 23, 2010
Referred to                                                              Date


                                 RESOLUTION         R-111-10

                Approving Updates to Financial Policy Guidelines and Initiatives


WHEREAS the City of Fitchburg adopted its first Five Year Financial Management Plan in March
of 1995; and

WHEREAS in June of 1998, the Council adopted its first update to the Five Year Financial
Management Plan; and

WHEREAS in May of 2001, the Council adopted its second update to the Five Year Financial
Management Plan; and

WHEREAS the Council, meeting as the Committee of the Whole held a workshop on the Five
Year Financial Management Plan and identified various updates and modifications to the
document.

NOW THEREFORE BE IT RESOLVED that the Common Council of the City of Fitchburg,
Wisconsin hereby adopts the attached Financial Policy Guidelines and Initiatives.

Adopted by the Common Council of the City of Fitchburg, Wisconsin on this __ day of
___________, 2010.


                             Approved by:________________________________
                                   Jay Allen, Mayor

                             Attested by:_________________________________
                                    Linda Cory, City Clerk
City of Fitchburg
Committee of Commission Referral
Direct Referral by Mayor to: Council/Finance

Date Referred: December 14, 2010       Ordinance Number:
Date to Report Back: December 14, 2010 Resolution Number: R-119-10
Sponsored by: Mayor                    Drafted by: Roach

TITLE:            ACCEPTING PROPOSAL FROM EHLERS & ASSOCIATES FOR
                  FINANCIAL CONSULTING SERVICES RELATING TO AMENDING TAX
                  INCREMENTAL DISTRICT # 4

Background: These contracts for services with Ehlers and Associates include the standard proposal
used to evaluate amending a Tax Increment District. Services related to amending a TID include
evaluating financial feasibility, developing an amended project plan, coordinating the local approval
process, and filing necessary documents to the Department of Revenue for final TID creation. This
project involves amending TID #4 to provide financial resources for development of Fitchburg
Technology Campus Phase II and the Nine Springs/Green Tech Village including the Highway 14
Interchange.
   Order                 Referred To                Staff Contact    Place on Agenda      Action
                                                                            For           Taken
                                                                                        On Referral

      1       Finance                              Roach            December 14, 2010

      2

      3

      4


Amendments:




F:\DEPTMNTS\COUNCIL\REFERRALS\2010\REFERRAL R-119-10.DOC
December 1, 2010



Mr. Anthony Roach
City Administrator
City of Fitchburg
5520 Lacy Road
Fitchburg, WI 53711

RE: TID # 4 Plan & Boundary Amendment.

Dear Tony:

In accordance with your request, we are herewith transmitting an electronic copy of our
Tax Incremental District engagement letter for services. Please have one copy signed
and returned to our office.

You will note that our contract is divided into four phases. A breakdown of the services
to be provided by phase has been outlined in this contract. The City would have the
right to terminate the project at the conclusion of each phase. At this time, Ehlers is
prepared to begin the Feasibility Analysis. Should the City decide to move forward with
this project, following the completion of the analysis, Ehlers is prepared to begin all
other phases outlined.

We look forward to the opportunity to work with the City on this important project. If you
have any questions regarding the agreement feel free to contact me at any time.

Very Truly Yours,

EHLERS & ASSOCIATES, INC.



Michael C. Harrigan, CIPFA
Board Chair – Senior Financial Advisor

cc:   Paula Czaplewski, TIF & Disclosure Coordinator, Ehlers
                            PROPOSAL FOR
           AMENDING THE PROJECT PLAN AND BOUNDARIES FOR
                   TAX INCREMENTAL DISTRICT NO. 4
                IN THE CITY OF FITCHBURG, WISCONSIN


SERVICES PROVIDED BY EHLERS & ASSOCIATES

When Ehlers & Associates is engaged to provide services for the amendment of a Tax
Incremental District (the “District”), it will perform its services in four phases. We will cooperate
with your clerk, staff, engineer, attorney, elected officials and Plan Commission throughout all
phases.


Feasibility Phase -- When the Plan Commission decides to proceed with the amendment of
the District, Ehlers & Associates shall be responsible for the following:

           Review areas and projects proposed to be included within the District amendment to
            determine general eligibility under the Wisconsin Tax Increment Law. Review will
            include, status of compliance with the required equalized value test, and if
            applicable, compliance with the vacant land test.

           Using information provided by your staff, potential developers, or others, identify the
            potential for development within the District, the probable value of expected
            improvements, and the requirement for public improvements and other public
            expenditures within the District.

           Provide a review of the City’s financial capabilities to implement economic
            development projects, including preliminary present value calculation of estimated
            Tax Incremental Financing cashflow.

           Provide preliminary financial analysis and report regarding the feasibility of the
            proposed District amendment.


Public Participation Phase -- When the Plan Commission decides to proceed with the
amendment of the District, Ehlers & Associates shall be responsible for the following:

           Work with your staff, engineer, planner or other designated party to obtain a map of
            the proposed amended boundaries of the District amendment area, a map showing
            existing uses and conditions of real property within the District amendment area, and
            a map showing proposed improvements and uses in the District amendment area.
            (Note: required mapping & description will not be prepared by Ehlers)
City of Fitchburg
Proposal for TIF Services
December 1, 2010
Page 3




            Using information provided to Ehlers by your staff or assessor, prepare a preliminary
             parcel list and re-determination for the base value of the proposed District
             amendment area. For each parcel to be included within the District, the City will
             need to provide parcel numbers, the assessed and fair market value of land,
             improvements and personal property, the parcel sizes, and current assessment role
             property classification.

            Develop and author a draft copy of a Project Plan around the goals and objectives
             determined by the Plan Commission and Council.

            Provide draft resolutions & agendas for Plan Commission, City Council, Joint Review
             Board, and Public Hearing.

            Prepare, mail and publish the notices of public hearing as required by the Tax
             Increment Law, to include notification to the overlapping taxing jurisdictions.

            Attend all statutorily required meetings of Plan Commission, City Council, Joint
             Review Board and Public Hearing, to include participation as needed in presentation
             of project plan, explain the role and responsibilities of the Joint Review Board and
             answer questions regarding the proposed District.

            Provide drafts of all project plans and documents in sufficient quantity for Staff, Plan
             Commission, City Council, Joint Review Board, and public hearing.


Final Documentation and State Filing -- After the public hearing and approval of boundaries
and Project Plan Boundary Amendment by the Plan Commission, City Council and Joint Review
Board, Ehlers & Associates shall:

            Provide a final Project Plan document containing all required elements and
             information. Provide the City with up to 15 bound copies and/or a .pdf of the final
             document, upon request. Submit the adopted Project Plan to the Wisconsin
             Department of Revenue.

            Your engineer or surveyor must prepare a legal description of the final amended
             area boundaries of the District at this time. In addition, a final map of the District
             amended area boundaries must be prepared that clearly identifies each parcel’s
             boundaries and the associated tax parcel number. Your staff and/or assessor must
             provide all final parcel information for the property being added to the existing district,
             which we will use to complete the state forms.
City of Fitchburg
Proposal for TIF Services
December 1, 2010
Page 4




            Ehlers will then prepare and submit to the Wisconsin Department of Revenue all
             documents, forms and data required in order to obtain review and certification of an
             amended base value. Ehlers will provide the City with a bound copy of this complete
             final transcript, assembled in a binder for the City’s use throughout the remaining life
             of the District. This document is the City’s final record for this District amendment.


On-Going Services -- If the City decides that assistance is required after the submission of the
initial submission of forms to the Department of Revenue, Ehlers & Associates will be available
for the following:

            Assist the clerk in answering questions regarding the initial submission of forms to
             the Department of Revenue (no additional charge).

            Assist the clerk with answering questions related to completing annual forms for the
             Department of Revenue and for the computation of tax levies (no additional charge).

            Review, revise and update projections contained in the Project Plan Boundary
             Amendment ($1,500 annual flat fee).

            Meet with private developers to explain the implementation of the Project Plan
             Boundary Amendment (billed hourly).

            Developer Negotiation - Ehlers has been instrumental in assisting communities
             negotiate developer agreements and create public/private partnerships, including
             Municipal Revenue Obligations / Pay-As-You-Go financing (billed hourly).

            Review with staff any proposals for additional Project Plan amendments to determine
             eligibility and requirements under the Tax Increment Law. Project Plan amendments
             may include; addition of property to the District; subtraction of property from the
             District; amendment of the list of projects to be undertaken; and approval of sharing
             of increment between eligible donor and recipient Districts (Separate contract
             applies).

            Project Financing - If the City decides to proceed with implementation and in the
             event the City needs to procure funds to pay for eligible project costs, Ehlers would
             be prepared to assist in updating the TID cash flow projections, structuring debt
             issues to properly integrate with the projected TID cash flows and conducting either a
             competitive or negotiated sale of the debt on behalf of the City to assure the lowest
             possible interest rates and costs of issuance. (Separate Fee Schedule applies.)
City of Fitchburg
Proposal for TIF Services
December 1, 2010
Page 5




Fees -- Ehlers & Associates shall be entitled to a fee after completion of each of Phase
       of this proposal as follows:

  Feasibility Phase:                                                                       $5,000
  Public Participation Phase:
     Boundary Amendment Component                                                         $2,500
     Project Plan Amendment Component                                                     $1,500
     Documentation, Notice & Mtg Attendance                                               $2,000
  Final Documentation and State Filing Phase *:                                           $1,500
  Total for all Phases :                                                                 $12,500
  On-Going Services **:                                                       As Indicated Above


         *        In addition to Ehlers & Associates fee for the Final Documentation and
         State Filing Phase, the State of Wisconsin charges $1,000 at the time of submittal
         for certification of a new District or a Boundary Amendment. This fee is eligible for
         District reimbursement.

         **       For any services requested and performed under On-Going Services,
         Ehlers & Associates shall be compensated at its standard hourly rate for financial
         advisors (currently $175 to $250), except that if the City wishes to amend the
         District’s boundaries and/or project plan, Ehlers will provide a separate fee
         proposal for services required depending on the nature and extent of the
         amendment. Ehlers will also provide, at the request of the City a separate fee
         proposal for our Project Financing services, based on the size and complexity of
         the debt to be issued. Examples of on-going services include:

                     Community workshops
                     Economic blight determinations
                     Redevelopment plans
                     Boundary amendments
                     Project plan amendments
                     Development agreement review
                     Financial analysis of developer requests for TIF assistance


The fees outlined above shall include all travel, overhead and time compensation for Ehlers &
Associates and its subcontractors, if any.

Please note that the 2009 Wisconsin Act 28 included a change to the tax incremental finance
statutes. Sections 66.1105(6)(ae), 66.1106(7)(am) & 60.85(6)(am), Wis. Stats., which authorize
the Department of Revenue to charge an annual administrative fee of $150 to each municipality
for each tax incremental district for which the department authorizes the allocation of a tax
increment. The annual fee must be paid to the Department of Revenue no later than May 15.

The City shall provide, at the City’s expense, the required maps and legal description of the
District amendment area. The City shall also be responsible for paying for publication of
notices, and any professional services fees that it incurs from its attorney, engineer, surveyor,
City of Fitchburg
Proposal for TIF Services
December 1, 2010
Page 6




certified public accountant and others.

Ehlers & Associates fees, and all other costs incurred in relation to the amendment of the
District, are eligible to be paid from tax increment revenues, provided the District’s amendment
is approved.

Very Truly Yours,

EHLERS & ASSOCIATES, INC.




Michael C. Harrigan, CIPFA
Board Chair – Senior Financial Advisor




The above proposal is hereby accepted by the City of Fitchburg, Wisconsin by its


authorized Officers this ________ day of ________________________, 20__.




________________________________            ______________________________
Signature                                   Title
Jay Allen, Mayor                                                         Tony Roach
Introduced By                                                            Drafted By

Finance Committee                                                        December 14, 2010
Direct Referred                                                          Date



                                    Resolution R-119-10

 ACCEPTING PROPOSAL FROM EHLERS & ASSOCIATES FOR FINANCIAL CONSULTING
      SERVICES RELATING TO AMENDING TAX INCREMENTAL DISTRICT # 4

      WHEREAS, The City of Fitchburg has determined the need to evaluate the possibility of
amending Tax Incremental District #4, and

                                                 s
       WHEREAS, Ehlers and Associates is the City’ Financial Advisor, and

      WHEREAS, Ehlers and Associates has submitted a proposal for services relating to
amending Tax Incremental District #4

       WHEREAS, the attached proposals provide details on the scope of this work.

        NOW BE IT HEREBY RESOLVED, by the Fitchburg Common Council that it approves
the attached proposals and authorizes the Mayor and City Clerk to execute said proposals.


       Adopted this _____ day of January, 2011.


       Approved By: ______________________________________
                         Jay Allen, Mayor


       Attested By:________________________________________
                        Linda Cory, City Clerk
                                           PENDING REFERRAL ITEMS
   R-07-09 Determination of Necessity for a Portion of Parcel Located at 2953 Oregon Road
   Rezone Request RZ-1843-09 by Agent Randy Bruce of Knothe & Bruce Architects, LLC to Amend Previously
   Rezone Request RZ-1853-09 by Randy Bruce of Knothe & Bruce Architect, LLC, Agent for McKee Family, LLC, to
    Rezone from Residential Medium Density (R-M) to Planned Development District General Implementation Plan
    (PDD-GIP) Property Associated with Lots 53 & 54 of Chapel Valley Plat

   2010-O-08 An Ordinance Creating Subchapter V Town of Madison Extraterritorial Zoning to Chapter 22 of the
    Fitchburg Code of Ordinances
    CDP-1859-10 Comprehensive Development Plan for Proposed Nine Springs Green-Tech Village Project East of
   Syene Road and North of Lacy Road and Amendment to the Nine Springs Green-Tech Village Neighborhood Plan


   R-114-10 To Authorize a Referendum on the Levying of a Sales Tax to Fund Commuter Rail
   Certified Survey Map CS-1882-10 by Susan Vogel for Michael Barry to Create 3 Lots for Property in Sections 33 &
    34

				
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