Loading...
HomeMy WebLinkAboutUpdate Documents - BOCCDEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT is made and ente red into this day of , 2025, between Grant County, Washington, dui organized under and b virtue of the Con g � Y g ed and operating Y Constitution and the laws of the State of Washington("County"); '& Deb Sieverkro LLC a g Bill pp� Washington limited liability company, and Raymond ton limited Y Y and Doris Sieverkropp, L.L.C., a Washington ited liability company (collectively, the "Owner"); and SR Quincy Valley, LLC, a Delaware limited liability company ("Developer"), all of which ar collectively referred to as "Parties." e RECITALS 1. Revised Code of Washington("RCW")g 36.70B.170 authorizes a local t government into a development agreement with a person g o enter p son having ownership or control of real ro ert within its jurisdiction. Such agreement shall set forth p p Y the development standards and other provisions that shall apply to and govern and vest the develop ment, use, and mitigation of the development of the real property for the durations spec ified fled in the agreement. 2. Grant County Unified Development Code ("UDC") Chapter 25.28 authorizes the execution of a development agreement between the Count and ro Y a person son having ownership or control of real property within its jurisdiction. As referenced in RCW 36.70B.170 m ,such agreement shall set forth the development ent standards and other provisions that shall apply to and govern and vest the development use and mitigation pp Y tigation of the development of the real property for the duration specified in the agreement. For u p rposes of this Development Agreement, "development standards" shall include but not be limited to, all standards set out and referenced in UDC 2 5.2 8.03 0. 3. The Developer is the applicant of record for theQuincy Valley Solar project, CUP 24-0001 ("Project"). 4. The Owner is the owner of the property identified Exhibit "'A") attached hereto and incorporated herein (the "Property"). 5. The Project received approval from the Grant County Hearing Examiner on August 26, 2024 (the "Decision"). The Decision set forth certain ter ms and conditions applicable to the Project and a requirement that the Owner and Deve loper enter into a Development Agreement before mechanical permits were issued for the development of the Project. 6. A public hearing was held on reg arding this Development Agreement and the Grant County Board of Count Commissioner("Commissioners")Y s adopted a resolution ("Adopting Resolution") as required b R q y CW 36.70B and GCC 25.28, approving execution of this Development Agreement on Resolution Effective Date"). , 2025 ("Adopting 7. The Adoption Resolution states that the Development p ent Agreement is in accordance with DEVELOPMENT AGREEMENT Page 1 of 19 4904-2499-7480.2 ordinances required by RCW 36.70B.170 3 and adopted b ' . () p y the Commissioners in effect on the Adopting Resolution Effective Date, includingthe adopting pting ordinances that govern the permitted uses of land, -the density and intensityof use, and the design, Improvement, construction standards and specifications applicable to the development pp � of the Project including, but not limited to the Decision, Count s Comprehensive UDC Public WorksY p ve Plan, Zoning Map, Standards, SEPA, and all other applicable ordinances regulations of the Co p ,codes, rules and re g County establishing Subdivision standards and building ("Existing Land Use Regulations"). standards NOW, THEREFORE, in consideration of the romises and p mutual covenants herein, the Parties enter Into this Development Agreement as follows: AGREEMENT 1. The Prod ect. The Project is a hot J p ovoltaic solar electrical generating facility with an ever storage system that will generate up to 130 alternative current energy megawatts of renewable energy power and connect to the Grant County Public UtilityDistrict transmission'- 1,773 acres located on smission system situated upon the Property. Additionally, the Decision contem lated Inclusion of a batteryenergy p and approved the gy storage system n the Propertin cone Project. The Parties acknowled e t p Y ection with the g hat the site plans for the Project currentlydo ' BESS, but that Developer has inten not include the p bons to _construct the BESS on the Property in the future. 2. Incorporation of the. -Decision. T he Decision shall be me incorporated into this Develo Agreement as though fully set forth herein and bin p nt ding -upon the Property. In the event of an inconsistency between this Development Agreement and he D Y Agreement shall control. Decision this Development 3. Vested Rights. Except as provided oherwise it n this Agreement, development of t Pro j ect(incl-6dip he ng any future BES S) shall be vested to and governed by the Existing Land Use Regulations in effect as of January 2, 2024 and the Decision. sion. Except as expressly stated otherwise herein, any amendments to or additions made during the Term of this Agreement to Count development regulations shall not a l to or affect the Y pp Y Property. As used in this Agreement, development regulations" shall be 1 deemed to include regulations, policies, procedures and guidelines addressing zoning, environmental review i ( ncluding SEPA procedures and substantive SEPA policies), building and site desi n, utilities sto ' g rmwater, impact fees, transportation concurrency and other laws, ordinance, policies, and administrative re the Count Y gulations and guidelines of (a) Exemptions. The following are exempt from vesting under Section 3 of this Agreement: i. Plan review fees, inspection fees, and impact fee s es established by schedules, charts, tables, or formulae; 11. Water, sewer, stormwater, and other utility faci ' co nnectlon charges, and general lity charges; DEVELOPMENT AGREEMENT Page 2 of 19 4904-2499-7480.2 Amendments to building, plumbing, mechanical fire, re, and other construction codes adopted pursuant to RCW 19.27 and 19.27A• iv. Other County enactments that are to adopted pursuant p p state or federal mandates that preempt the County's authority to vest regulations; • and d V. New or different regulations to the extent required b a serious t public q Y threat to p c health and safety as determined by the County. Y 4. Waiver of Setback Re uirements . Pursuant to Note 5 of Table 2 of Chapter 23.12 of the UDC the setback standard imposed upon the Project b .Table 2 of J Y Chapter 23.12 of the UDC is hereby waived for those lot lines within the boundaries of the Project � .Such waiver shall not apply to those lot lines that abut other properties outside the Project. J 5. Com-oensatoly Miti ation Requirements— q s. The Developer shall be required to provide compensatory fee payable to the County for loss of area, function or value -of shrub ether with a fee steppe habitat within the Project together e for the administration and maintenance_:. of the mitigation("ShrubstePpe Compensatory Mitigation FeeFor'.purposeslbfthis Agreementthe Shrubsteppe Compensatory Mitigation Fee shall equal the sum of Two Million Nine Hundre d Eighty -Five Thousand One Hundred Eighty Four and 70/100 Dollars ($2,985 184.70 . The Sh ati) rubsteppe Compensatory Mitigation on Fee shall be due and payable by-De've'loper before the issuance of any mechanical permits for the Project. 6. Decommissioning. (a) DecommissioningPlan. The Devel oper has provided, and the County has approved asfinal, the decommissioning plan applicable to the Project, attached hereto as Exhibit "C" (the "Decorrmmissionin ` -Plan' . The Project ect shall not be deemed decommissioned unless and until Developer has co mplied omplied with the terms of the Decommissioning Plan- ..* ., including,without limitation, mitation, the decommissioning standards contained therein. (b) Timeline to Decommission. The De veloper shall complete all decommissioning obligations required b the Decommissions("Decommissioning")•n Y Decommissioning Plan Within three (3),years of power the earlier of (i) the date that production p p is deemed to have fully ceased from the Project, (ii) the date upon which power production tion shall have ceased for a period of twelve (12) consecutive months, or lil the date that this Development Agreement is terminated by the Count for an event subject to Y ent of default, j all applicable notice and cure periods for such default. (c) Decommissioning Security. i. Calculation of Estimated Costs. The Parties acknowledge that the Decommissioning Plan sets forth (i) the anticipated useful life of the Project; (ii) sufficient information to allow the County to identify, evaluate, and DEVELOPMENT AGREEMENT Page 3 of 19 4904-2499-7480.2 resolve all major environmental, and public health and safety issues reasonably anticipated by the Developer for and (i1i)Decommissionin •g, the estimated cost to dismantle and safely dispose of all e Pro' � ct facility components and to perform the site reclamation activities set forth therein (the "Decommissioning Costs"), which DecommissioningCosts approved b the County. are hereby Y y si. Security Required. The Developer shall prior issuance p � p of any mechanical permits, execute a parent guaranty in the form attached hereto as Exhib it "D" (the "Decommissioning Security"). The Count confirms s that this form of Decom missioning Security, once executed, shall constitute sufficient security to fund the obligations of Developer set forth in DecommissioningPlan the and this Development Agreement. 111. Review and Renewal of Decommissioning Security. ly. On or before ninety (90) days before the five (5) year anniversaryof the initial e the De effective date of Decommissioning Security and then upon the expiration of each five year period thereafter p ve (5) p until the Decommissioning is complete, Developer shall provide a revised DecommissioningPlan p an to the County which shall set forth any changes to the anticipated costs to decommission the Project in accordance with the standards set forth in the Decommissionin g Plan and the Decision (the "Amended DecommissioningPlan"). ). The County may approve or reject the Amended Decommissioning Plan in its sole but reasonable discretion. Developer shall submit with each Amended Decommissioning Plan the following: (i) certification from officer of Developer that the tangible net worth of both the Developer e oper and the Guarantor under the Decommissioning Securityexceeds tw fifty ere o hundred and Y percent (250%) of the Guaranty Cap (defined below("Guaranty) Floor"), and (ii) certification from an officer of Developer that or its affiliate ' p Developer is party to a power purchase agreement (or equivalent) to sell the power generated by the Project, and that an h a Y such agreement ment remains in full force and effect (the "Project Life Requirement"). If the Coun ty my approves the Amended Decommissioning Plan, then the Developer p shall, if necessary, execute a replacement parent guaranty in the form attached hereto as Exhibit "D". The Replacement Decommissionin g Security shall have an effective date as of the first dayfollowing the ex ' g piration of the five (5) year period. Notwithstandinganything th Y g to e contrary, the Decommissioning Security required by the Count shall n hundred fife percent y ot• exceed one Y p cent of the amount of the Decommissioning Costs (the "(guaranty Cap").g iv. Non -Compliant Guaranty. If, at such tim e as an Amended Decommissioning Plan is proposed, either the GuarantyFloor us or the Project Life Requirements rements are not met as required above, then the Developer shall be required to post alternative security p sty that meets the requirements set forth in Exhibit "E", attached hereto. DEVELOPMENT AGREEMENT Page 4 of 19 4904-2499-7480.2 (d) Compliance with Laws. All Decommissioning shall be compliant with all applicable federal, state and local laws in effect at the time the Decommissioning is undertaken. (e) Decommissioning Reporting. In the event the Project begins Decommissioning, Developer will, at the request of the County, provide monthly status reports until the Decommissioning is completed. 7. Term of Myreement. This Development Agreement shall co Adopting g commence on the effective date of the Ado p g Resolution approving this Development Agreement and shall co Project is decommissioned continue in force until the Pro J d in accordance with this Agreement or earlier terminated i accordance with the terms herein. n 8. Right of Entry. Solelyfor the u purpose of the implementation of this Development Agreement and for the purpose of performin the Decommissioningoning under the terms of this Development Agreement, if necessary, Owner and Developer p grant the County, and its duly authorized agents, contractors and employees the ri' ht to enter u g pon the Property for the purpose of performing such examinations, locations, surveys,. and reviews ws as may be necessary for the Decommissioning performance by the Developer or to ` erform the D ' p ecommissioning. Such action shall not constitute trespass by the Conn orb its dui ' tY Y y authorized agents, contractors and employees. Notwithstanding the foregoing,the Count r ' y ecognizes that the Property and the Project will constitute an active construction site and once completed, p d, an operating solar electricity generating facility. All access must comply`with Developer's p s safety and security procedures and protocols, including; at Developer's reasonable discretion De , access by escort and appointment only. Developer shall not be responsible for nor be re uired to indemnify fY the County for the grossly negligent or intentional misconduct of the Co un or its employees, ployees, agents or contractors in connection with its entry upon the Property. 9. Further Discretiona Actions. Devel oper acknowledges that the UDC contemplates the further discretionary exercise of y powers by the Count which y, powers are to be exercised reasonably and without undue delay or conditions. 10. Default. (a) No party shall be in default under this Development Agreement unless it has failed to perform as required under this Development Agreement for a period of thirty (30) days after written notice of default from the other party. Each notice of default shall specify the nature of the alleged default and the manner in which the default maybe cured satisfactorily. If the nature of the alleged default is such that it cannot be reasonably cured within the thirty (30) day period, then commencement of the cure within such time period and the diligent prosecution to completion of the cure shall be deemed a cure of the alleged default. (b) After notice and expiration of the thirty (30) day period (or such longer time as may be reasonably required given the nature of the cure), if such default has not been DEVELOPMENT AGREEMENT Page 5 of 19 4904-2499-7480.2 cured or is not being diligently cured in the manner set forth in the no tice, the other Party to this Development Agreement may, at its option, institute 1 ' p legal proceedings pursuant to this Development Agreement. (c) If the Developer or Owner is in default an beyond Y y applicable notice and cure periods, then the County shall be entitled to (i) revoke the Decision, ' terminate this Develo pment Agreement, (iii) enforce the UDC and obtain penalties and costs sts as provided in the UDC fo r violations of this Development Agreement and the UDC. Nothing in this Development Agreement is intended to lim it the Parties ability to seek and obtain legal remedies exce `t as may be o ' herein. p y otherwise provided (d) Notwithstanding Section a 10 ( ), it shall b.- e deemed to be an automatic default under this Development Agreement if the Decommissionin does ' g not occur within the time period set forth in Section d(b); and therefore the notice and cure period set forth in Section 6(a) shall not apply. Upon the failure b the De Y the D Developer to perform Decommissioning within the three (3) year period set forth above, the Count shall have the automatic right to Perform the Deco Y p mmissioning in own name and to tender a request for the disbursement of the Decommissionin g Security. Developer and Owner acknowledge and agree that the Coun 's ty performance of the Decommissioning shall not constitute a waiver of an rights Count may Y g s or remedies that the y y have against either party hereunder. (e) In the event that the Countyis required q red to undertake the Decommissioning, Owner and Developer for themselves . and their res ective redec p p essors-in-interest, successors, and assigns, do hereby`waive, release and forever discharge the County and its predecessors; successors'.. related and associated le gal entitles and companies, heirs, parents, subsidiaries affiliates divisions , assigns, agents, owners, principals, stockholders, shareholders managers, g s, advisors, officers, directors, representatives, attorneys, trusts, trustees, beneficiaries, employees, and member s, from all claims, losses, costs, liabilities, damages, judgments,enalties f g � expenses (including penalties, fines,, and attorneys' fees), warranties, undertakings, agreements . g , g nts, obligations, actions, causes of action, sums of move • y, covenants, and promises whatsoever in law or in equitythat it may have y against the County by reason of any matter, cause, or thing whatsoever arising out of or in connection with the Decommissioning so long as the Decommissioning is completed in accordance with the terms of this Development Agreement and the Decomm issioning Plan, as may be amended. (� The Parties specifically agree that damages are not an adequate remedy for breach of this Development Agreement, and that the Parties are entitled to compel specific performance of all material terms of this Development Agreement by any Party in default hereof. 11. Project is a Private Undertaking. It is agreed among the Parties that the Project is a private development and that the County has no interest therein except as authorized in the exercise of its DEVELOPMENT AGREEMENT Page 6 of 19 4904-2499-7480.2 government functions. 12. Effect of Termination on Develo-per Obligations. The ter mination of this Development Agreement shall not affect any of the Developer's obligations to P g comply with the UDC and the terms and conditions of any applicable zoning codes bs) or other land ( use entitlements approved with respect to the Project. 13. Indemnity. The Developer shall indemnify, defend and hold old harmless the County and its elected officials, agents, contractors and employees from and against g nst any and all claims, actions, suits, liability, loss, costs, expenses, and damages of an nature `� ' g y whatsoever ( Claims) that are caused by or result of the negligent or intentional misconduct -`of Developer's oper s employees, officers, or agents in connection with this Development Agreement and -the Project. � c. 14. Assignment. Developer shall not ' p be permitted 'to transfer or assign its interest in this Development Agreement without the express written consent of the . County, which consent may be withheld in its sole but reasonable discretion. Notwithsta nding the foregoing, the written consent of the County shall not be required for any assignment(i)to an Afthe g Affiliate of Developer to extent such Affiliate has an interest in the Projector an future BESS or041n'a financm trap y connection with g transaction that pledges any components of the Project or Develo er�'s interest Project as collateral. No transfer or a P crest In the assignment of this Development Agreement shall relieve the Developer of its obligations hereunder. As .used herein an " • Affiliate means any entity which owns or controls, is owned or controlled by, or is under common own ership or control with, the Developer. 15. Covenants Run,nin with the Land. The conditions and covenants set forth in this Development Agreement and incorporated herein b theExhibits Y shall run with the Property and the be nefits and burdens shall bind and. inure to the benefit of the Parties . The Owner, Developer and every purchaser, assignee or transferee of an interest in the Pr oject ect or Property or any portion thereof, shall be obligated and bound b the terms and conditions y ditions of the Development Agreement, and shall be the beneficiary thereof and a party thereto. An h L ' y such purchaser, assignee or transferee shall observe and fully perform all of the duties and obligation Dev elopment Agreements of the Developer contained in this . 16. Notices. Notices, demands and correspondence to the Parties shall be sufficiently given if dispatched by pre -paid first-class mail to the addresses of the Parties as designated herein. Notice by hand delivery shall be effective upon receipt. If de p p posited In the mall, notice shall be deemed delivered forty-eight (48) hours after deposited. An art y party at any time by Notice to the other party may designate a different address or person to which such notice or communication shall be given. DEVELOPMENT AGREEMENT Page 7of19 4904-2499-7480.2 County: Developer: Board of County Commissioners SRQuincyValle . y, LLC Chairman of the Board 222 Second Ave nue South, Suite 1900 PO Box 37 Nashville TN 3720 1 Ephrata, Washington 98823 Owner: 17. Reimbursement for Develo ment A r p Bement Ex- penses of the County. Developer agrees to reimburse the County for actual expenses incurred over and abov e fees paid by the Developer as an applicant incurred by the County directly relatingto this Develo pment Agreement, including recording fees, publishing fees and reasonable staff and consultant co sts :not otherwise offset by application fees. Upon payment of all out-of-pocket expenses, the D acknowledgement p � eveloper -may request written , g ment of all fees. All fees: shall be paid, at the latestwithin thirtyCount resentatlon days from the y p of a written statement of charges to the Developer, up on payment Developer shall owe no further a p � p Y ent of which mounts to County with respect to or relatingto this Development Agreement. pment 18. Recordation. The'Developer ca p Develo shall use this Development Agreement to be recorded With the Grant County Auditor at its sole cost and expense The Developer eveloper shall provide a recorded copy of the Development Agreement to the Countyprior to th p e issuance of any permits for the Proi ect. 19. A.pplicable Law and Attorne s' Fees. y This Development Agreement shall be construed and enforced in accordance with the laws of the State of Washington. g on. If litigation is initiated to enforce the terms of this Development Agreement the prevaili ng Party shall be entitled to recover its reasonable attorney's fees and costs from the non -prevailing Part p g y. Venue for any action shall lie in Grant County Superior Court or the U.S. District Court ' for Eastern Washington. 20. Severability. If any term provision, condition p , covenant or condition of this Agreement should be held by a court of competent jurisdiction to be invalid void or n u enforceable, the remainder of this Development Agreement shall continue in full force and effect an d shall In no way be affected, impaired or invalidated thereby. Y 21. Defined Terms, --Plural and Si nature. For of this purposes s Development Agreement, words not defin ed herein shall have their ordinary and common meaning. When n not inconsistent with the context, words used in the present tense include the future words in the 1 p ural number include the singular number, words in the singular number include the plural p number, and the use of any gender shall be applicable to all genders whenever the sense requires. » q .The words shall and will are mandat ory and the word "may" is permissive. DEVELOPMENT AGREEMENT Page 8 of 19 4904-2499-7480.2 22. Construction. In the event of a dispute between the parties a ' phrases or specific provisions p s to the meaning of terms, p p f c provisions of this Development Agreement, the authorshipof t Agreement shall not his Development g o be cause for this Development Agreement to be construed against nor in favor of any Party.g nst any Party [ Remainder of Page Left Blank Intentionally; Signatures on Following Page DEVELOPMENT AGREEMENT Page 9 of 19 4904-2499-7480.2 IN WITNESS WHEREOF, the Parties hereto have caused this Develop ment Agreement to be executed as of the dates set forth below. DEVELOPER: SR QUINCY VALLEY, LLC, a Delaware limited liability company By: Its : STATE OF ss. COUNTY OF I certify that I know or have satisfactoryevidence e that is the person who appeared before me, and said person acknowledged that he/she sned ' g ( )i g this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged w edged it as the of SR Quincy Valley, LLC, to be the free and voluntar y act of such party for the uses and purposes mentioned in the instrument. DATED Printed: NOTARY PUBLIC in and for Tennessee Residing at: My appointment expires: DEVELOPMENT AGREEMENT Page 10 of 19 4904-2499-7480.2 OWNER: BILL & DEB SIEVERKROPP, LLC, a Washington limited liability company By: Bill Sieverkropp Its: Sole Managing Member STATE OF ss. COUNTY OF I certify that I know or have satisfactoryevidence that is the person who appeared before me, and said person acknowledged that ned this (he/she) si g instrument on oath stated that (he/she) was authorized to execute the instrument and acknowled e. g d it as the Sole Managing Member of Bill & Deb Sieverkropp, LLC, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED Printed: NOTARY PUBLIC in and for Washington Residing at: My appointment expires: DEVELOPMENT AGREEMENT Page 11 of 19 4904-2499-7480.2 ATORM RAYMOND AND DORIS SIEVERKROPP, L.L.C., a Washington limited liability company By: Raymond J. Sieverkropp Its: Co -Managing Member COUNTY OF I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it as the Co - Managing Member of Raymond and Doris Sieverkropp L.L.C., to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: Printed: NOTARY PUBLIC in and for Washington Residing at: My appointment expires: DEVELOPMENT AGREEMENT Page 12 of 19 4904-2499-7480.2 STATE OF ) ss. COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it as the Co - Managing Member of Raymond and Doris Sieverkropp L.L.C., to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED Printed: NOTARY PUBLIC in and for Washington Residing at: My appointment expires: DEVELOPMENT AGREEMENT Page 13 of 19 4904-2499-7480.2 GRANT COUNTY BOARD OF COUNTY COMMISSIONERS: Passed by the Board of County Commissioners in regular session at Ephrata, Washington, by the following vote, then signed by its membership and attested to by its Clerk in authorization of such passages this day of 12025. BOARD OF COUNTY COMMISSIONERS GRANT COUNTY, WA S HINGTON Rob Jones, Chair Cindy Carter, Vice Chair Kevin Burgess, Member ATTEST: Barbara J. Vasquez ilrarlr n-Ftha Rnarrl DEVELOPMENT AGREEMENT Page 14 of 19 4904-2499-7480.2 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY DEVELOPMENT AGREEMENT Page 15 of 19 4904-2499-7480.2 EXHIBIT "B" HEARING EXAMINER DECISION [SEE ATTACHED] DEVELOPMENT AGREEMENT Page 16 of 19 4904-2499-7480.2 EXHIBIT "C" DECOMMISSIONING PLAN [SEE ATTACHED] DEVELOPMENT AGREEMENT Page 17 of 19 4904-2499-7480.2 EXHIBIT "D" FORM OF DECOMMISSIONING SECURITY [SEE ATTACHED FORM OF PARENT GUARANTY] DEVELOPMENT AGREEMENT Page 18 of 19 4904-2499-7480.2 EXHIBIT "E" ALTERNATIVE DECOMMISSIONING SECURITY REQUIREMENTS i. Any alternative Decommissioning Security shall, at a minimum: 1. Be in an amount greater than or equal to the Decommissioning Costs set forth in the Decommissioning Plan, as may be amended; 2. Name the Board of County Commissioners of Grant County as the sole beneficiary; 3. Be issued by an A -rated financial institution based upon a rating provided by S&P, Moody, 's, Fitch; AM Best, or other rating agency with similar credentials, as "applicable; 4. Be issued by a surety registered with the Washington State Insurance Commissioner or provided by a financial institution authorized to do business in the State of Washington, as applicable; 5. Include an automatic extension provision or "evergreen clause", which shall not allow for the Decommissioning Security to expire before the completion of the Decommissioning and not cancellable without the written consent of the County, as required; and 6. Be "bankruptcy remote," meaning the Decommissioning Security will be unaffected by a bankruptcy, receivership or other insolvency of the Developer. DEVELOPMENT AGREEMENT Page 19 of 19 4904-2499-7480.2