February 20, 2017 LETTER OF INTENT

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1 February 20, 2017 LETTER OF INTENT Interstate Partners LLC is a commercial real estate development firm with headquarters in Waukesha County and other regional offices in Minnesota and Illinois. Interstate Partners has developed Class A business parks in all three states. Since inception in 2000, we have developed, leased and managed more than 50 buildings containing more than 5 million square feet. The building types include office, medical, warehouse, service center and retail. Our business model is one that incorporates a philosophy of long-term ownership, with management that is responsive and client focused. We believe that real estate is a business where one understands the market by being actively and personally involved in the marketplace. Purpose for the request Interstate Partners, as the applicant, has approximately 58 acres of land (the Phase I Property ) under contract located between Highway 151 and Reiner Road, just south of the small industrial buildings on Capitol Drive. (See Exhibit B) There is an additional 37 acres to the south currently owned by Barnes Fam 4 LLC (the Phase II Property ) that is part of this request. We are proposing to attach the entire 95 acres, both the Phase I Property and the Phase II Property, to the City of Sun Prairie and to zone the Phase I Property as Suburban Industrial and the Phase II Property as Rural Holding (RH-35ac) until the current use has expired, at which time the zoning would be changed to Suburban Industrial. We are also proposing to divide the Phase I Property with a Certified Survey Map to dedicate land to the City of Sun Prairie as Right of Way and create 3 lots and one out-lot. In November of 2016, the Comprehensive Plan for the Phase I Property and Phase II Property were changed from Office and Commercial to Business Park. This use was to allow for new light industrial development. Attachment to the City of Sun Prairie We are requesting to attach the Phase I Property and Phase II Property to the City of Sun Prairie from the Town of Burke. The Final Town of Burke, Village of DeForest, City of Sun Prairie and City of Madison Cooperative Plan sets forth the procedure for attaching lands to the City of Sun Prairie.

2 Rezoning We are requesting to zone the Phase I Property Suburban Industrial and zone the Phase II Property Rural Holding (RH-35ac). Once the current landscape yard is no longer active, the Phase II Property will be zoned Suburban Industrial. The intent of this zoning change is to create a Class A light industrial business park. The types of uses anticipated include warehousing, distribution and light manufacturing. An association will be created for PrairieView Corporate Park to ensure strict standards are met including larger setbacks, higher architectural standards as well as cohesive signage standards. Land Division The Phase I Property will be divided by a Certified Survey Map to include three saleable parcels and one out-lot. The out-lot will be created to include the stormwater ponds, wetlands and multi-use path. Also, land will be dedicated to create Right-of-Way for a new city street. The parcel owned by Stern Enterprises, LLC will be provided access by an access easement and once Interstate Partners closes on the Phase I Property, that parcel will become part of Parcel 1. The Phase II Property will also dedicate land as Right-of-Way for the new city street. The existing 3 parcels will otherwise remain as they are. Construction schedules It is anticipated that we will close on the Phase I Property in the Spring of 2017, after which the Phase I Property will be graded to create pad ready sites and extend Capitol Drive south and then east to connect it back to Reiner Road where there is an existing driveway (See attached conceptual plans in Exhibit C). To complete this connection, some wetlands will need to be filled (See below for more information on this process). Utilities would also be added to service the new development. Assuming the above work can be completed in a timely manner, a new light industrial building would be planned and built within the Area during The size and location of a new building will be determined based on ongoing conversations with local real estate brokers and potential users. Additional buildings would be built based on the demand for new facilities. Phase II would likely be developed in 5-7 years. Names of people involved Interstate Partners is the applicant and developer. We have the Phase I Property under contract and expect to close on the property in the next few months. Fran Brzezinski is the CEO of Interstate Partners and majority partner. John Heller is the President of the Interstate Partners Wisconsin office. Jeff Whipple is a Vice President and main contact person for this project. Forbes SRE, LLC and Stern Enterprises, LLC are the owners of the Phase I property. The partners of both entities consist of Greg E. Raemisch and Richard Stern.

3 Mark Barnes, owner of Barnes Inc., a local landscape contractor, is the owner of the Phase II Property. Other companies will be determined based on their ability to provide high quality work to the project. Interstate Partners has contracted with several general contractors including names like Mortenson Construction, Hunzinger Construction, and Berghammer Construction, among others. We also have several relationships with different architectural firms including EUA and others. One of our preferred landscape contractors is Nelson Landscape who did landscape work for the Prairie Lakes development. Area of the site in square feet or acres The Phase I site is approximately 58 acres with about 40 of those acres being developable. The Phase II site is approximately 35 acres with about 23 of those acres being developable. Explain any wetlands, woodlands, floodplain, steep slopes and other environmental features on the property The Phase I and Phase II properties contain both landscape buffer/open space and wetlands. The wetlands on the Phase I property were first delineated in In 2014, another delineation was done that showed that the wetlands had more than doubled in size. A new delineation was done in the Fall of 2016 and needs to be concurred by the WDNR. We will pursue an individual permit to fill the wetlands to connect the new road to Reiner Road. There is an intergovernmental agreement between the Town of Burke, Village of DeForest, City of Sun Prairie and City of Madison that creates a 300-foot landscape buffer along Highway 151 as well as additional open space. The landscape buffer covers approximately 6.4 acres and the remaining open space covers approximately 8.2 acres. There is no development permitted in this area with the exception of stormwater facilities and access roads, as needed. Identify access to the property The property is currently accessed via Capitol Drive along the northern property line of Phase I. Capitol Drive would continue south to the southern property line of the Phase I property where it would then head directly east to connect with Reiner Road. The exact location of this east leg of the road will be determined by the final design of the wetland fill. The location of this road is currently shown with the centerline of the road running along the property line between Phase I and Phase II. If located in the Extraterritorial Jurisdiction (ETJ) area of the City, explain other processes that have or need to be taken with other regulating governmental entities. On March 9 th, 2017 the Capitol Area Regional Planning Commission (CARPC) will recommend to amend the Urban Service Area to incorporate both the Phase I and Phase II properties. A decision by the WDNR shall follow no more than 4 weeks thereafter.

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