R2026-03 Resolution Authorizing Execution of a Development Agreement with Decatur Northwest 2 LLC for a Commercial Solar Energy Facility

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Docusign Envelope ID:72698083-05EB-411 E-8748-4891 C7223E7F 3.1. Default. The Developer's failure to materially comply with any of the provisions of this Development Agreement,the Ordinance rezoning this Property,and/or failure to comply with any law or regulation shall be a default and shall be grounds to repeal the Ordinance rezoning this Property and/or legal action for specific performance, injunctive or declaratory relief, damages, and/or any other remedy provided by law or in equity, if not cured. The Developer shall cure the default or have the curative process in terms of decommission started within thirty (30) days of notice of the violation having been served upon the Developer. Failure to cure any default will repeal Ordinance 2026-01. 4.NOTICE. All notices hereunder shall be in writing and given by personal delivery or sent by(i) certified mail return receipt requested, postage prepaid, or (ii) nationally recognized overnight courier service. Notice will be deemed received on the earlier of(a) actual receipt, (b) three (3) business days after deposit in the U.S. Mail, or (c) the first business day after deposit with an overnight courier. To Developer: To City: Decatur Northwest 1, LLC City of Decatur Attn: Maroua Jabouri Attn: City Manager 1201 Louisiana Street, Suite 1800 1 Gary K. Anderson Plaza Houston, TX 77022 Decatur, Illinois 62523 5. INDEMNITY. To the fullest extent allowed by applicable law, each party ("Indemnifying Party") hereby agrees to indemnify, defend and hold the other party, its affiliates and their respective managers, members, officers, directors, employees and agents ("Indemnified Parties") harmless from and against any and all third-party claims, losses, costs, damages, liabilities, or expenses (including reasonable attorneys' fees) ("Claims") arising from or in relation to the gross negligence or willful misconduct of the Indemnifying Party(or any person acting at its direction or on its behalf), except to the extent such Claims are a result of the action, inaction, gross negligence or willful misconduct of any of the Indemnified Parties.The obligations of this Section 4 shall survive expiration, termination or completion of this Agreement. 6. MISCELLANEOUS. This Agreement embodies the entire understanding of the parties. No modification shall be effective unless in writing and signed.Nothing in this Agreement is intended to preempt other applicable state and federal laws and regulations. This Agreement shall be governed by the laws of Illinois. The Circuit Court of Macon County, Illinois, shall be the sole venue for disputes. Execution may be by electronic or counterpart signature. The terms of this Section 6 shall survive expiration or termination. 7. ASSIGNMENT. Developer may assign this Agreement,in whole or in part,to any party without the prior consent of the City, provided that the assignee expressly assumes all obligations under this Agreement (including maintaining or replacing the required Financial Assurance), and Developer provides prompt written notice of such assignment to the City. 8. NO JOINT VENTURE, AGENCY, OR PARTNERSHIP CREATED. Nothing herein shall be construed as creating a partnership, agency, or joint venture between the parties.