R2026-100 Resolution Authorizing Lake Decatur Watershed Farmland Conservation Program Agreement for Waterway and Sediment Control Basin Improvements with Flatland Farms Craycroft LLC

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Docusign Envelope ID:96CBC382-6547-8F22-80E6-9D4D2661D329 EXHIBIT A 19. Time shall be considered to be of the essence of this Agreement. 20. This Agreement contains the entire understanding of the parties hereto in respect of the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. 21. The warranties and agreements contained herein shall extend to and be obligated upon the parties'respective agents, representatives,officers, transferees,heirs, executors, administrators, successors, and assigns of the parties hereto. Owner must notify all purchasers, assigns,agents, representatives, and transferees and all prospective purchasers, assigns, agents, representatives and transferees of the Property of the obligations and responsibilities set forth in this Agreement and must require each to assume the obligations and responsibilities set forth in this Agreement by way of a written agreement prior to legal or equitable title to any portion of the Property being transferred. Owner must furnish a copy of the executed Agreement to City prior to any legal or equitable transfer of title of Property. If the City has provided any reimbursement or monies to Owner for Project and Owner has failed to fulfill its obligations under this Section of the Agreement,Owner shall reimburse and pay to City all monies received under the terms of this Agreement within thirty(30) days following demand by the City for payment. 22. A Memorandum in the form attached as Exhibit 3 shall be executed by the parties and will be recorded with the County Recorder of Deeds of the county location of Property at the City's expense evidencing the terms of this Agreement. 23. This Agreement may be executed in counterparts, and any party hereto may sign any counterpart. This Agreement shall be effective when each party hereto has signed a counterpart, and a set of counterparts bearing the signature of each party hereto shall constitute the Agreement as fully as if all of the parties shall have signed a single document. 24. If any provisions or subpart of this Agreement is held to be invalid by any tribunal of competent jurisdiction, such part shall be deemed automatically adjusted, if possible. If not,the provision shall be deemed severed from the Agreement, and all other provisions and subparts shall remain in full force and effect. 25. Neither Owner, their contractors, subcontractors, or other persons or entities hired to perform any work on Project shall be deemed an agent, employee, officer or partner of the City for any matters contained in this Agreement. 6 of 7