STOUGHTON FORWARD

An unincorporated association,

1021 Riverview Drive

Stoughton, WI 53589

LESLIE BUZZ W. DAVIS III

1021 Riverview Drive

Stoughton, WI 53589

KAY DAVIS

1021 Riverview Drive

Stoughton, WI 53589 and

TERRY PARISI

3718 Halverson Road

Stoughton, WI 53589,

Plaintiffs,

Case No.: ________________v. Case Code: 30701

Declaratory JudgmentCITY OF STOUGHTON

381 E. Main Street

Stoughton, WI 53589KETTLE PARK WEST LLC

161 Horizon Drive, Suite 10A

Verona, WI 53593

andWAL-MART REAL ESTATE BUSINESS TRUST 702 SW 8th MIS #0555 Tax Dept Bentonville, AR 72716-0555,Defendants.

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COMPLAINT FOR DECLARATORY JUDGMENT

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The plaintiffs, Stoughton Forward, Leslie Buzz W. Davis III, Kay Davis, and Terry Parisi, by their attorney Dennis M. Grzezinski, bring this action seeking a declaratory judgment and injunctive relief to enforce the requirements of Wisconsins Tax Increment Financing statute, Section 66.1105, Wis. Stats., regarding the City of Stoughtons activities relating to the Kettle Park West Development, a 140-acre Tax Incremental Financing district proposed to contain an approximately 35-acre commercial development anchored by a Wal-Mart SuperCenter as its first phase.Plaintiffs seek a declaratory judgment pursuant to Section 806.04, Wis. Stats., (1) that the Second Amended and Restated Agreement to Undertake Development dated June 9, 2015 and signed by the Citys Finance Director on June 18, 2015 is invalid as a result of the Citys failure to follow the procedures mandated in Section 66.1105(4)(h) for amending a Tax Increment Financed project plan; (2) that the action of the Common Council of the City of Stoughton on July 14, 2015 in approving Resolution R-102-2015, a Resolution to approve a Three-Party Agreement relating to the Kettle Park West Development is invalid as a result of the Citys failure to follow the procedures mandated in Section 66.1105(4)(h) for amending a Tax Increment Financed project plan; and (2) that the Three-Party Agreement is invalid and of no effect because of the Citys failure to follow those statutorily prescribed procedures for amending a Tax Increment Financed project plan. Plaintiffs allege as follows:

PARTIES1.Plaintiff Stoughton Forward is an unincorporated associationof residents of Stoughton and nearby communities concerned with promoting smart growth in the Stoughton area and redevelopment of the Stoughton downtown. Stoughton Forwards mailing address is 1021 Riverview Drive, Stoughton, WI 53589. Stoughton Forwards members include residents who live and own property near the proposed Kettle Park West Development located west of US Highway 51 and north of State Highway 138 in the City of Stoughton; residents who would be adversely affected by traffic, noise, light, and around the clock commercial activity which the proposed use of the site would entail; and residents who are concerned about the negative impact of the proposed development upon commercial and cooperative ventures which they patronize, own, have invested in, and believe are threatened by the proposed development, as well as about negative impacts on their own quality of life.

2.Plaintiff Leslie Buzz W. Davis III is an adult resident of the City of Stoughton, who lives and owns property at 1021 Riverview Drive, Stoughton, WI 53589. He is the treasurer and an active member of Stoughton Forward. He has served in the past on the Stoughton City Council, the Citys Planning Commission, the Citys Library Board, the Citys Landmarks Commission, and on the Dane County Board of Supervisors, and in those capacities advocated for, supported, and worked to preserve and promote the development of Stoughtons downtown, including working on the approval of Stoughtons downtown Wal-Mart department store, the Citys library addition, and the Citys successful application for the states Main Street Grant Program, as well as for preserving farmland and greenspace. He is also a customer of, member, investor in, donor to, and volunteer for the Yahara River Grocery Cooperative. He is concerned that the proposed Kettle Park West development threatens the viability of Stoughtons downtown businesses, threatens the continued success of the Yahara River Grocery Cooperative where he enjoys purchasing healthy and nutritious food, and threatens farmland and greenspace which he has worked to preserve.3.Plaintiff Kay Davis is an adult resident of the City of Stoughton, who lives and owns property with her husband Leslie Buzz W. Davis at 1021 Riverview Drive, Stoughton, WI 53589. With her husband, she is a customer of, member, investor in, donor to, and volunteer for the Yahara River Grocery Cooperative. She shares her husbands concerns regarding the impact of the proposed Kettle Park West development on the viability of existing Stoughton businesses, including the Yahara River Grocery Cooperative, and the resulting impact on their quality of life.

4.Plaintiff Terry Parisi is an adult resident of the City of Stoughton, who lives and owns property at 3718 Halverson Road, Stoughton, WI 53589. She is a retired teacher, and a farmer, and organic vegetables have been part of her farm, Parisi Family Farm, for the past 8 years. She is a customer of, member, investor in, donor to, and volunteer for the Yahara River Grocery Cooperative, to which she has also been a vendor of organic vegetables since its inception in 2009. She is concerned about the impact of the proposed Kettle Park West development on the viability of existing Stoughton businesses, including the Yahara River Grocery Cooperative, and the resulting impact of the Kettle Park West development on her quality of life and on her economic well-being as a producer and vendor of organic produce to the Coop. Her concern is based in part on the economic study of the proposed development which indicated that the Cooperatives sales volume could decrease by 5%, which she believes could render the Coop unsustainable.5.Defendant City of Stoughton is a municipal corporation organized under the laws of the State of Wisconsin, with its address at 381 Main Street, Stoughton, WI 53589. On November 11, 2014, by Common Council resolution R-136-2014, the City of Stoughton designated the boundaries for and approved a project plan for the Citys Tax Incremental District No. 7 for the Kettle Park West development. 6. Defendant Kettle Park West LLC (Defendant KPW) is a Wisconsin limited liability company, with its mailing address at 161 Horizon Drive, Suite 10A, Verona, WI 53593. Defendant KPW is the developer of the proposed Kettle Park West project.7.Defendant Wal-Mart Real Estate Business Trust (Wal-Mart) is the corporate entity which will own, occupy, and operate the Wal-Mart SuperCenter which is the proposed anchor of the Kettle Park West project. As such, it has or may have an interest in the property affected by the actions of the City of Stoughton and by the Three-Party Agreement approved by the City, and an interest in the validity or invalidity of the actions of the City which are at issue in this action. Accordingly, Wal-Mart is named as a Defendant. Its principal office is located at 702 SW 8th M/S #0555 Tax Dept, Bentonville, AR72716-0555, and its registered agent in Wisconsin, CT Corporation System, has its office at 8040 Excelsior Drive, Suite 200, Madison, WI 53717.

VENUE8.Venue is proper in this court because all of the plaintiffs reside in Dane County, the property affected by this matter is located in Dane County, and the actions whose validity is in question took place in Dane County.

LEGAL AND FACTUAL BACKGROUND

9.Defendant City of Stoughton is empowered, under Section 66.1105, Wis. Stats., to create tax incremental districts, to cause project plans for such districts to be prepared, to approve such plans, and to effectuate the purposes of the plans. The Tax Increment Law authorizes cities to incur expenditures for public works and improvements within designated districts under certain circumstances in order to develop or redevelop properties within the district, and to finance those expenditures utilizing the incremental increase in property tax revenue from increases in the equalized value of taxable property within the district, for statutorily defined numbers of years into the future.10.Following a public hearing before the City of Stoughtons planning commission, the Citys Common Council on November 11, 2014, approved Resolution R-136-2014, a Resolution Designating Proposed Boundaries and Approving a Project Plan for Tax Incremental District No. 7, City of Stoughton, Wisconsin, by a vote of 7 to 6.

11. A true and correct copy of the Common Council agenda packet for Resolution R-136-2014, including the Project Plan itself, is attached hereto as Exhibit A.

12.Page 4 of the approved Project Plan, in TID Number 7 Table 1, sets forth estimated costs for development of the Public Works and Improvements in the TIF District Phase I as totaling $7,420,225. The proposed Public Works and Improvements consist primarily of off-site improvements (largely highway and road construction) and Stormwater management improvements on-site. The total costs include a Developer Cash Grant of $550,000 and interest expense of $2,167,961 over 20 years to finance the Citys borrowing of up-front costs.

13.The Project Plan does not describe any payments to be made by the City to Wal-Mart or other prospective tenants or owners of individual lots within the District.14. Creation of a TIF district and approval of a TIF project plan under Sec. 66.1105(4) requires publication of a class 2 notice of a public hearing by the planning commission; the holding of the planning commissions public hearing; approval by the local legislative body (i.e., common council), and review by the joint review board comprised of representatives of the affected taxing jurisdictions. Sec. 66.1105(4)(a)-(gs), Wis. Stats. Similarly, the process for amending a TIF project plan requires a publicly noticed hearing before the planning commission, approval by the local legislative body, and review by the joint review board. Sec. 66.1105(4)(h).15.Following creation of the TIF District and approval of the TIF project plan for the Kettle Park West project, Stoughton Forward successfully collected and submitted petitions seeking referenda questions regarding the project to be put to the Stoughton voters in the April 2015 local elections.

16.The following referenda questions were placed on the ballot, with the following results:

Question 1. Do you agree with the City of Stoughtons decision to borrow an approximate amount of $5.1 million of Tax Incremental Financing (TIF) funding to be used in the developmentof the Kettle Park West Project?

1682 no votes (60%) , 1128 yes votes (40%)Question 2. Should the City of Stoughton focus on re-developing the Downtown area to create new retail stores, office buildings and housing to revitalize the Downtown and Yahara Riverfront area?

2182 yes votes (78%), 616 no votes (22%)

Question 3. Do you support the Kettle Park West development project which includes a new commercial district which will be anchored by a Wal-Mart SuperCenter and which will also bring a new residential district to the West of Highway 51?

1486 no votes (53%), 1322 yes votes (47%)

17.Without noticing and conducting a public hearing before the planning commission, and without review by the joint review board, the Stoughton Common Council by a vote of 7-6 on June 9, 2015 approved a Second Amended and Restated Agreement to Undertake Development between the City and defendant Kettle Park West that was signed by the Citys Finance Director on June 18, 2015. The Common Council vote was tied at 6-6 and the Mayor voted in favor. Section E. 12 of the Agreement sets forth as one of the conditions precedent to either partys obligations under the agreement becoming effective was that by August 30, 2015, Walmart and the City enter into an agreement in which, among other things:(3) the City agrees that, in the event of Developers failure to timely complete the Public Improvements, the City will either (a) complete the Public Improvements or (b) allow Walmart to complete the Public Improvements, in either case, funding the Public Improvements from the City and Developer sources described in this Agreement.

18.A true and correct copy of the Second Amended and Restated Agreement to Undertake Development is attached hereto as Exhibit B.19.Without noticing and conducting a public hearing before the planning commission, and without review by the joint review board, the Stoughton Common Council on July 14, 2015 approved a Three-Party Agreement between the City, defendant Kettle Park West and Wal-Mart. Section II of that Agreement provides that if Walmart reasonably believes that any Public Improvements could, but will not, be timely completed . . . the City shall be obligated to pursue prompt completion of the Public Improvements using all resources available under the Second Amended Agreement.20.A true and correct copy of the Three-Party Agreement is attached hereto as Exhibit C.21.The actions and agreements described in Paragraphs 15 through 18 above amount to amendments of the project plan for TID No. 7, the Kettle Park West Development, in that they significantly alter the parties to whom payments may be made by the City, and to whom the City is or may be obligated in connection with the project. As a result, such actions and agreements are invalid and of no effect, since the procedures and proceedings for amendment as required by Sec. 66.1105(4)(h) have not been complied with.

22.Plaintiffs believe that the Mayor and members of the Common Council who have supported City TIF financing for the Kettle Park West Development, and for the Wal-Mart SuperCenter which is proposed to anchor it, have avoided the public notice, plan commission public hearing, and joint review board review requirements mandated for amendments to a TIF project plan because they are unwilling to face the increased public scrutiny, public opposition and public questioning that would result. However, plaintiffs believe the legislature enacted those requirements precisely because public scrutiny is to be encouraged when public financial support of private ventures is under consideration, or when the nature and terms of such support are to be altered.

WHEREFORE, plaintiffs request that the court grant the following relief pursuant to Sec. 806.04, Wis. Stats.:

1. That the Court determine and declare that the Second Amended and Restated Agreement to Undertake Development dated June 9, 2015 and signed by the Citys Finance Director on June 18, 2015, is invalid as a result of the Citys failure to follow the procedures mandated in Section 66.1105(4)(h) for amending a Tax Increment Financed project plan;

2. That the Court determine and declare that the action of the Common Council of the City of Stoughton on July 14, 2015 in approving Resolution R-102-2015, a Resolution to approve a Three-Party Agreement relating to the Kettle Park West Development is invalid as a result of the Citys failure to follow the procedures mandated in Section 66.1105(4)(h) for amending a Tax Increment Financed project plan;

3. That the Court determine and declare that the Three-Party Agreement is invalid and of no effect because of the Citys failure to follow those statutorily prescribed procedures for amending a Tax Increment Financed project plan;

4. That the Court enter an a preliminary injunction against the City prohibiting City officials from taking further actions pursuant to the Second Amended and Restated Agreement to Undertake Development or pursuant to the Three-Party Agreement, until the merits of the case can be determined; and

5. That the Court enter an a permanent injunction against the City prohibiting City officials from taking further actions pursuant to the Second Amended and Restated Agreement to Undertake Development or pursuant to the Three-Party Agreement, until and unless the City cures its noncompliance with the requirements of Sec. 66.1105(h); 6. That the Court award Plaintiffs their costs as allowed by law; and

7. That the Court award such further relief as may be appropriate.

Dated this 16th day of July, 2015.

LAW OFFICE OF DENNIS M. GRZEZINSKI Plaintiffs' attorney

By:

Dennis M. Grzezinski

Wisconsin State Bar No. 1016302

Law Office of Dennis M. Grzezinski 1845 N. Farwell Avenue, Suite 202 Milwaukee, WI 53202

(414) 530-9200

(414) 455-0744 fax

dennisglaw@gmail.comSTATE OF WISCONSIN DANE COUNTY CIRCUIT COURT BRANCH NO.

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