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HomeMy WebLinkAboutOrdinance 2026-43UNITED CITY OF YORKVILLE KENDALL COUNTY, ILLINOIS ORDINANCE NO. 2026-43 AN ORDINANCE OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS APPROVING A CONDITIONAL SETTLEMENT AGREEMENT AND RELEASES Passed by the City Council of the United City of Yorkville, Kendall County, Illinois This 23d day of June, 2026 Published in pamphlet form by the authority of the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois on June 29, 2026. Ordinance No. 2026-43 AN ORDINANCE OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS APPROVING A CONDITIONAL SETTLEMENT AGREEMENT AND RELEASES WHEREAS, the United City of Yorkville, Kendall County, Illinois (the "City"), is a duly organized and validly existing non -home rule municipality created in accordance with the Constitution of the State of Illinois of 1970 and the laws of the State; and WHEREAS, Pioneer Development, LLC, an Illinois limited liability company ("Pioneer") is the contract purchaser of approximately 1,037 acres of land located west of North Bridge Street (Illinois State Route 47), cast of Ashe Road, and directly south of East Baseline Road (the "Property") upon which Pioneer proposes to develop a secured data center campus (the "Development"); and, WHEREAS, in March 2025, Pioneer filed applications required for the Development to (a) annex a portion of the Property, (b) rezone the Property, (c) grant a Special Use for Planned Unit Development ("PUD") for the Property, and (d) provide for certain other necessary relief required to allow for the Development; and, WHEREAS, John P. Bryan (the "Plaintiff') owns and resides at the residential property located at 17F Ashe Road, Sugar Grove, Illinois; and, WHEREAS, the Plaintiff filed a four Count Complaint against the City, the Mayor and the Aldermen which are Members of the City Council (the "Defendants") in the Circuit Court of the Twenty -Third Judicial Circuit, Kendall County, Illinois, docketed and currently pending as Case Number 2025 CH 000028 (the "Litigation"). In the Litigation, the Plaintiff alleges that he owns and resides at residential property located at 17F Ashe Road, Sugar Grove, Illinois, near the Ordinance No. 2026-43 Page 2 proposed site of the Development. The Plaintiff, in his lawsuit, seeks orders, among others, permanently ordering or enjoining Defendants from rezoning the subject property for manufacturing use or granting a special use permit for the Planned Unit Development for the Property; and, WHEREAS, Pioneer was granted its motion to intervene and did intervene in the Litigation becoming a Defendant in addition to the City and the Members of the City Council; and, WHEREAS, the Plaintiff and Defendants have reached an agreement to settle the Litigation and resolve all matters and disputes pursuant to the terms set forth in the Conditional Settlement Agreement and Releases (the "Agreement"), a copy of which is attached hereto, conditioned upon final and formal governmental approvals required by the City that may be necessary to effectuate this Agreement; and, WHEREAS, Defendants continue to deny all wrongdoing and liability, but all Parties to the Litigation deem settlement to be in their own best interests in order to avoid the expense, uncertainties, inconvenience and distraction of the Litigation. NOW THEREFORE, BE IT ORDAINED, by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois as follows: Section 1. The foregoing recitals shall be and are hereby incorporated as findings as if restated in this Section 1. Section 2. That the Conditional Settlement Agreement and Releases, in the form attached hereto as Exhibit A and made a part hereof, by and among John P. Bryan, the United City of Yorkville, Kendall County, Illinois, Pioneer Development LLC, Alderman Daniel V. Transier, Alderman Matt Marek, Mayor John Purcell, Alderman Rusty Corneils, Alderman Ken Koch, Ordinance No. 2026-43 Page 3 Alderman Craig Soling, Aldennan Joe Plocher and Alderman Rusty Hyett is hereby approved. The Mayor, City Clerk and each Member of the City Council are hereby authorized to execute and implement its terms. Section 3. This Ordinance shall be in full force and effect upon its passage, approval and publication as provided by law. Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this 23rd day of June, A.D. 2026. 1114a0aX614Iso AYE ARDEN JOE PLOCHER AYE CHRIS FUNKHOUSER AYE RUSTY CORNEILS NAY ITY CLERK DAN TRANSIER ABSENT CRAIG SOLING AYE RUSTY HYETT ABSENT APPROVED by me, as Mayor of the United City of Yorkville, Kendall County, Illinois this aVday of 7U y} e , A.D. 2026. Attest: TY CLERK 1Vl-k 1 \Jl\ Ordinance No. 2026-43 Page 4 1 CONDITIONAL SETTLEMENT AGREEMENT AND RELEASES This Conditional Settlement Agreement and Release (“Agreement”) is made and entered into by and between John P. Bryan (“Plaintiff”), The City of Yorkville, an Illinois municipality (“City” or “Yorkville”), Mayor John Purcell, Aldermen Daniel V. Transier, Matt Marek, Chris Funkhouser, Rusty Corneils, Ken Koch, Craig Soling, Arden Joe Plocher, and Rusty Hyett (“Aldermen”), in their official capacities, and Intervenor Pioneer Development, LLC (“Pioneer” or “Intervenor”). “City” and “Aldermen” shall be collectively referred to as “Defendants.” Plaintiff, Defendants, and Pioneer shall be collectively referred to as the “Parties.” The Parties enter into this Agreement, conditioned upon the necessary approvals by the City and any other applicable corporate authorities, in exchange for good and valuable consideration mutually received and acknowledged as more particularly described herein, and in order to resolve and dispose of all disputes, claims and causes of action that any party has, or may have had in this Litigation (defined below), against any other party, as described herein and subject to the recitals, terms and conditions set forth in this Agreement. This Agreement will be effective as of the date it has been fully executed (the “Effective Date”). RECITALS WHEREAS, Pioneer, an Illinois Limited Liability Company, is the contract purchaser of approximately 1,037 acres of land located west of North Bridge Street (Illinois State Route 47), east of Ashe Road, and directly south of East Baseline Road (the “Property”) upon which Pioneer proposes to develop a secured data center campus (the “Development”). Docusign Envelope ID: 03EA1895-ABE4-8433-8398-B01AD9F23904 2 WHEREAS, In March 2025, Pioneer filed applications required for the Development to (a) annex a portion of the Property, (b) rezone the Property, (c) grant a Special Use for Planned Unit Development (“PUD”) for the Property, and (d) provide for certain other necessary relief required to allow for the Development. WHEREAS, Pioneer and the City have negotiated an Annexation Agreement to become effective as of the date Pioneer becomes the title holder of the Property. WHEREAS, on November 10, 2025, following several months of negotiations with the City and revisions to the proposed Development, the City approved two ordinances required for the Development. One ordinance authorizes the City to enter into an agreement with Pioneer for a planned unit development for the Property (the “PUD Agreement Ordinance”). The second ordinance authorizes the City to enter into an annexation agreement (the “Annexation Agreement Ordinance”) with Pioneer concerning the annexation of a portion of the Property located at the Southwest Corner of Baseline Road and North Bridge Street. WHEREAS, pursuant to the PUD Agreement Ordinance, the City and Pioneer entered into that certain Planned Unit Development Agreement, dated _____, 2025 (the “PUD Agreement”). WHEREAS, on March 31, 2026, two other ordinances were enacted, which will become effective upon Pioneer closing on its acquisition of the Property. One is for the actual annexation of certain portions of the Property (“Annexation Ordinance”) and the other is for the rezoning of the Property (“Rezoning Ordinance”). The PUD Agreement, Annexation Ordinance and Rezoning Ordinance provide that the Property will be zoned M-2 General Manufacturing upon the annexation as provided in the Annexation Docusign Envelope ID: 03EA1895-ABE4-8433-8398-B01AD9F23904 3 Agreement. The PUD Agreement further provides that the Subject Property may be developed as a data center. WHEREAS, pursuant to the PUD Agreement, the City approved a Phasing Plan that is attached to the PUD Agreement as Exhibit B (the “Initial Phasing Plan”). Pursuant to Section 2.3 of the PUD Agreement, the Initial Phasing Plan may be modified or re-ordered only as required due to events beyond Pioneer’s control and only with City Council Approval. Further, pursuant to Section 7.4 of the PUD Agreement, any change in order of the Initial Phasing Plan is a “Major Amendment” to the approved planned unit development that must be considered pursuant to the procedure set forth in Section 10 -8- 8(F) of the City’s Unified Development Ordinance (the “UDO”). WHEREAS, Plaintiff filed a four Count Complaint against Defendants in the Circuit Court of the Twenty-Third Judicial Circuit, Kendall County, Illinois, docketed and currently pending as Case Number 2025 CH 000028 (the “Litigation” or “Lawsuit”). In the Litigation, Plaintiff alleges that he owns and resides at residential property located at 17F Ashe Road, Sugar Grove, Illinois, near the proposed site of the Development. Plaintiff, in his lawsuit, seeks orders, among others, permanently ordering or enjoining Defendants from rezoning the subject property for manufacturing use or granting a special use permit for the Planned Unit Development for the property; and WHEREAS, Pioneer was granted leave to intervene and did intervene in the Litigation. WHEREAS, the Parties to this Agreement have reached agreement regarding the terms of a settlement, conditioned upon final and formal governmental approvals required by the City that may be necessary to effectuate this Agreement, and now wish to formally Docusign Envelope ID: 03EA1895-ABE4-8433-8398-B01AD9F23904 4 memorialize their conditional agreement to settle and resolve all matters and disputes raised in the Litigation; and WHEREAS, Defendants continue to deny all wrongdoing and liability, but all Parties to this Agreement deem settlement to be in their own best interests in order to avoid the expense, uncertainties, inconvenience and distraction of the Litigation. NOW, THEREFORE, in consideration of the foregoing recitals set forth above, which are incorporated in full into this Agreement, and of the covenants and promises set forth in this Agreement and in exchange for other good and valuable consideration more specifically set forth in this Agreement and hereby acknowledged, the Parties conditionally agree as follows: RELEASES 1. Plaintiff’s Conditional Release of Defendants and Pioneer. Subject to, and contingent upon, the adoption of the PUD Amendment Ordinance (defined below) by the City Council in accordance with the requirements of Section 3 of this Agreement and the Intervenor following all requirements thereof, the Plaintiff, on behalf of himself, and his attorneys, successors and assigns, if any, any trust or beneficiary of such trust owned or controlled by or on behalf of Plaintiff, and anyone acting or authorized to act on their behalf, shall hereby completely release, remise, forever discharge, defend and hold harmless Defendants and Pioneer, and their respective agents, employees, attorneys, taxpayers, successors and assigns, commissioners, officers, directors, shareholders and affiliates, partners, subsidiaries, predecessors, if any, and anyone acting or authorized to act on behalf of Defendants and Intervenor of and from any and all claims, demands, causes of action, suits of every kind and nature, costs, damages, expenses, benefits, Docusign Envelope ID: 03EA1895-ABE4-8433-8398-B01AD9F23904 5 accruals, compensation and liabilities of every kind, character and description, debts, obligations, or rights, whether fixed or contingent, known or unknown, matured or unmatured, that the Plaintiffs may have had or may now have, which relate to the Development, the PUD Agreement Ordinance, the Annexation Agreement Ordinance, the Annexation Agreement, the PUD Agreement (in its current form or as amended in the future), the Annexation Ordinance, the Rezoning Ordinance (each of the foregoing, in its current form or, except with respect to modifications to the Updated Phasing Plan, as amended in the future), and all allegations or claims asserted or that could have been asserted in the Litigation. For the avoidance of doubt, the Plaintiff’s conditional release set forth in this Section shall not be effective unless and until the City Council adopts the PUD Amendment Ordinance in accordance with the requirements of Section 3 of this Agreement. Notwithstanding anything contained herein to the contrary, during all construction activities described herein, Intervenor acknowledges all noise nuisance statutes and regulations, including but not limited to 415 ILCS 5/Environmental Act, et seq. 2. Defendants’ and Intervenor’s Conditional Release of Plaintiff. Subject to, and contingent upon, the adoption of the PUD Amendment Ordinance by the City Council in accordance with the requirements of Section 3 of this Agreement, the Defendants and Intervenor, on behalf of themselves, and their attorneys, successors and assigns, if any, and anyone acting or authorized to act on their behalf, shall hereby completely release, remise, forever discharge, defend and hold harmless Plaintiff and his successors and assigns, if any, of and from any and all claims, demands, causes of action, suits of every kind and nature, costs, damages, expenses, benefits, accruals, compensation Docusign Envelope ID: 03EA1895-ABE4-8433-8398-B01AD9F23904 6 and liabilities of every kind, character and description, debts, obligations, or rights, whether fixed or contingent, known or unknown, matured or unmatured, that the Defendants and Intervenor may have had or may now have, as a result of Plaintiff having filed the Litigation. For the avoidance of doubt, the Defendants’ and Intervenor’s releases set forth in this Section shall not be effective unless and until the City Council adopts a PUD Amendment Ordinance in accordance with the requirements of Section 3 of this Agreement. REVISED PHASING OF THE DEVELOPMENT AND STAY 3. This Agreement, the Parties’ releases, and Plaintiff’s dismissal of his lawsuit are contingent upon the City enacting a PUD Amendment Ordinance or taking other such steps as may be necessary to amend the PUD Agreement by deleting and replacing the Initial Phasing Plan attached to the PUD Agreement as Exhibit B with the revised phasing plan for the construction of the Development, which will provide that construction shall commence in the northeastern portion of the property, advance next to the southeastern portion of the property, and then be completed along the western side of the property, attached to this Agreement as Exhibit A (the “Updated Phasing Plan”). Intervenor agrees to use good faith efforts to seek enactment of the PUD Amendment Ordinance. 4. Within seven (7) days of the Effective Date, the Parties shall request that the Court stay the Litigation for ninety (90) days to allow time for all necessary approvals to be issued relating to the Updated Phasing Plan provided, however, such 90-day period shall be extended if Intervenor and the City are working in good faith to obtain such approvals. If the City Council does not approve the Updated Phasing Plan within 90 days Docusign Envelope ID: 03EA1895-ABE4-8433-8398-B01AD9F23904 7 after the Effective Date of this Agreement, as the same may be extended, the stay of the Litigation will automatically expire and Plaintiff and Intervenor each would have the right to terminate this Agreement, except that the Parties reserve the right to continue to work together in a good faith effort to approve the Updated Phasing Plan and propose a further extension of the stay of the Litigation. 5. Intervenor shall not construct any enclosed, occupiable primary building (a “Shell”) on the “Phase 3 Portion” of the Updated Phasing Plan until Phase 1 and Phase 2 construction is at least 90% completed, as evidenced by the issuance of temporary certificates of occupancy for the Phase 1 and Phase 2 construction, or 72 months from the Effective Date, whichever is earlier. In the event of any unanticipated delays in securing temporary certificates of occupancy, construction on the Phase 3 Shell may commence upon the expiration of 36 months from the issuance of the first grading permit for the Development. For the avoidance of doubt, the property to be constructed in “Phase 3” refers to a single parcel with property identification number 02-06-100-022. The City Council shall not amend, modify or replace that portion of the Updated Phasing Plan that requires the areas in Phase 1 and Phase 2 to be substantially constructed (or for 36 months to pass from the issuance of the first grading permit) before the Intervenor constructs a Shell on the Phase 3 construction. 6. It is agreed and understood that any change in the sequencing of work to be undertaken between Phase 1 and Phase 2 that does not conform to the Updated Phasing Plan is not a material violation of this Agreement, as long as the shell and subsequent work on the Phase 3 Construction occurs after the substantial completion of Phases 1 and 2, or other time limitations expire prior to the commencement of work in Docusign Envelope ID: 03EA1895-ABE4-8433-8398-B01AD9F23904 8 Phase 3 construction. Notwithstanding anything to the contrary contained in this Agreement or its exhibits, nothing herein shall be construed to prohibit, limit, or delay the Intervenor, or any utility provider, from performing normal and customary site preparation work for a project of this type, including, without limitation: grading, landscaping, road construction, or constructing, installing, operating, or maintaining any public or private utility infrastructure, transmission lines, the required shared used path, or accessory structures anywhere on the Property at any time. Notwithstanding any other language herein, it is agreed and understood that Intervenor may build and use switching stations and other electrical components on Phase 3 at any time. 7. Plaintiff agrees to do nothing, directly or indirectly, to in any way interfere with, obstruct, object to, or to hinder the effort by other Parties to facilitate approvals and authorizations required for the Revised Phasing of the Development, including, without limitation, any amendment to the PUD Agreement. Plaintiff also acknowledges and agrees that Intervenor can proceed with horizontal improvements, including but not limited to, dirt work for grading, berm installation, preliminary utility work, and any related landscaping, on the entire Property. 8. Plaintiff and Intervenor shall separately negotiate the terms of, and shall comply with, a confidential side letter agreement. DISMISSAL OF THE LITIGATION 9. Dismissal. Upon the City’s approval of the Updated Phasing Plan, the Parties agree to the entry of an order in the Litigation, in the form attached as Exhibit A, dismissing the pending cause with prejudice. Docusign Envelope ID: 03EA1895-ABE4-8433-8398-B01AD9F23904 9 COOPERATION 10. Cooperation. The Plaintiff shall not, directly or indirectly, bring, cooperate with, or fund any further litigation, or take any other actions, now or in the future, that would interfere with, obstruct, hinder or obstruct the future development of the Property. Further, the Plaintiff shall not bring or fund any challenge to the improvement, use, provision of utilities or any other public or private services to, the Property pursuant to the PUD Agreement Ordinance, the Annexation Agreement Ordinance, the Annexation Agreement, the PUD Agreement, including, without limitation, any amendment to the PUD Agreement, the Annexation Ordinance, the Rezoning Ordinance, a development agreement, a utility agreement, the approval of the Updated Phasing Plan, or any other ordinances, approvals, or actions required to effectuate the Development. ADDITIONAL PROVISIONS 11. Non-Disparagement. Plaintiff and Intervenor agree not to disparage, or make any disparaging remarks or send any disparaging communications (whether directly or indirectly) concerning the Development, the Litigation, the PUD Agreement Ordinance, the Annexation Agreement Ordinance, the Annexation Agreement, the PUD Agreement, the Annexation Ordinance, the Rezoning Ordinance, or each other (including but not limited to their principals and affiliates), or concerning their respective reputations and/or businesses, to any person or entity, with or through any public signs, whether or not they are made anonymously or through the use of a pseudonym. Nothing in this Agreement is intended to or shall preclude Plaintiff and Intervenor from making any truthful statement to the extent required by law or by any court, arbitrator, mediator Docusign Envelope ID: 03EA1895-ABE4-8433-8398-B01AD9F23904 10 or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order such person to disclose or make accessible such information. 12. Default; Remedies. If any of the Parties fails to observe or perform any of the obligations to be observed or performed by that Party under this Agreement, or violates any of the provisions of this Agreement, such Party shall be in default under this Agreement (each such occurrence, a “Default”). In the event of any Default, the non- defaulting Parties may bring any action available at law or in equity against the defaulting Party, including, without limitation, for damages and injunctive relief. Notwithstanding the preceding sentence, the Parties acknowledge and agree that if the City adopts the PUD Amendment Ordinance and subsequently amends, modifies, or replaces the Updated Phasing Plan, or begins the process to materially amend, modify, or replace the Updated Phasing Plan, without first obtaining the prior written approval of Plaintiff, in violation of Section 3 of this Agreement, Plaintiff may incur harm that cannot be adequately compensated through damages and Plaintiff shall have the right, in addition to any other remedies available to Plaintiff at law or in equity, to seek a judicial order enjoining or invalidating any such amendment, modification, or replacement of the Updated Phasing Plan. Defendants and Intervenor shall reserve all rights in the event Plaintiff commences such an action. 13. No Admission of Liability. The Parties agree that the Agreement has been executed for purposes of settlement and is not to be deemed or construed in any way as an admission or concession of any liability or wrongdoing on the part of any party. Docusign Envelope ID: 03EA1895-ABE4-8433-8398-B01AD9F23904 11 14. Authority. The Parties each represent and warrant to one another that they have the full power and authority to enter into this Agreement and that this Agreement has been executed by their duly authorized representatives. The Parties hereto also represent and warrant to one another that they have not assigned, pledged, encumbered or in any manner transferred or conveyed any portion of the claims, causes of action and defenses covered by this Agreement. 15. Legal Representation. The Parties hereto each represent and warrant to one another that each have been represented by and consulted with their respective independent legal counsel in connection with the negotiating, drafting and execution of this Agreement. The Parties agree that in any proceedings to enforce this Agreement, the act of draftsmanship shall not be construed against any Party. 16. Modification or Amendment. This Agreement may be modified or amended only by a writing signed by all of the Parties. 17. Continuing Benefit. This Agreement shall be binding upon and inure to the benefit of the parties and their respective agents, successors and assigns. 18. Choice of Law and Forum. The Parties agree that this Agreement shall be construed in accordance with the laws of the State of Illinois. All actions or proceedings arising out of or relating to this Agreement shall be litigated exclusively in state courts located in Kendall County, Illinois. The Parties hereby waive any right they may have to contest jurisdiction or to transfer or change the venue of any litigation brought in accordance with this Paragraph. 19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the Docusign Envelope ID: 03EA1895-ABE4-8433-8398-B01AD9F23904 12 same document. The Parties further agree that electronically communicated signature pages (e.g., email, PDF, and/or facsimile) shall be acceptable and deemed as an original and binding on the Parties. SIGNATURE PAGE FOLLOWS Docusign Envelope ID: 03EA1895-ABE4-8433-8398-B01AD9F23904 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement: PLAINTIFF: John P' an Date: (.2 9- ac, DEFENDANTS: City of Yorkville, an Illinois municipality By: Name: Title: Date: Mayor John Purcell Date: Alderman Daniel V. Transier Date: Alderman Matt Marek Date: Alderman Chris Funkhouser Date: 13 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement: PLAINTIFF: John P. Bryan Date: DEFENDANTS: City of Yorkville, an Illinois municipality By: Name: Title: Date: Mayor John Purcell Date: Alderman Daniel V. Transier Date: Alderman Matt Marek Date: Alderman Chris Funkhouser Date: Docusign Envelope ID: 03EA1895-ABE4-8433-8398-B01AD9F23904 6/26/2026 | 18:09 PDT 6/26/2026 | 07:28 PDT 6/26/2026 | 08:30 PDT City Clerk Jori Contrino 6/24/2026 | 06:49 PDT 6/26/2026 | 07:07 PDT 14 Alderman Rusty Corneils Date: Alderman Ken Koch Date: Alderman Craig Soling Date: Alderman Arden Joe Plocher Date: Alderman Rusty Hyett Date: INTERVENOR: Pioneer Development, LLC By: Name: Title: Date: Docusign Envelope ID: 03EA1895-ABE4-8433-8398-B01AD9F23904 6/26/2026 | 07:33 PDT 6/26/2026 | 07:20 PDT 6/24/2026 | 12:35 PDT Managing Member 6/18/2026 | 06:43 PDT Matt McCarron 6/25/2026 | 08:59 PDT 6/29/2026 | 13:54 PDT 15 EXHIBIT A IN THE CIRCUIT COURT OF THE TWENTY-THIRD JUDICIAL CIRCUIT KENDALL COUNTY, ILLINOIS John P. Bryan Plaintiff, v. The City of Yorkville, an Illinois municipality, Defendant, And Alderman Daniel V. Transier, Alderman Matt Marek, Alderman Chris Funkhouser, Mayor John Purcell, Alderman Rusty Corneils, Alderman Ken Koch, Alderman Craig Soling, Alderman Arden Joe Plocher, and Alderman Rusty Hyett, in their official capacities as Members of the Yorkville City Council, Defendants, And Pioneer Development, LLC, Intervenor. Case No. 2025 CH 000028 Hon. Robert P. Pilmer ORDER This cause coming on to be by agreement of the Parties, the parties being present through counsel and having entered into a written settlement agreement, and the Court being fully advised in the premises, IT IS HEREBY ORDERED: This cause is dismissed with prejudice, with each party to bear its/her/his own costs. ENTERED: Date: _____________ ___, 2026 _________________________ Docusign Envelope ID: 03EA1895-ABE4-8433-8398-B01AD9F23904 16 Order Prepared by: /s/Matthew Klepper Matthew Klepper (IL -6237455) Kenneth Schmetterer (IL -6201860) DLA Piper LLP (US) | Firm ID: 43034 444 West Lake Street, Suite 900 Chicago, Illinois 60606 Tel: (312) 368-6805/2176 matthew.klepper@us.dlapiper.com kenneth.schmetterer@us.dlapiper.com Counsel for Pioneer Development, LLC David J. Silverman (Il - 6198661) James A. Murphy (IL-6195324) Mahoney, Silverman & Cross, LLC 822 Infantry Drive, Suite 1000 Joliet, Illinois 60435 Tel: (815) 730-9500, x.103 dsilverman@msclawfirm.com Counsel for Pioneer Development, LLC Docusign Envelope ID: 03EA1895-ABE4-8433-8398-B01AD9F23904 PHASE 3 PHASE 0 PHASE 1 PHASE 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 1 2 Exhibit B