R2023-206 Resolution Authorizing a Highway Authority Agreement and Environmental Indemnity Agreement between the City of Decatur and Ameren Illinois for Portions of the City Right of Way on Wood Street and Industry Court

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If to Ameren Illinois: Dave Palmer Ameren Illinois 1901 Chouteau Avenue MC 602 St. Louis, MO 63166 If to the City: City of Decatur #1 Gary K Anderson Plaza Decatur, IL 62523 Attn: City Manager 7. This Agreement has been made and delivered in Illinois and shall be construed according to and governed by the internal laws of the State of Illinois without regard to its conflict of law rules. If any provision hereof shall be held invalid, prohibited or unenforceable under any-applicable laws of any applicable jurisdiction,such invalidity, prohibition or unenforceability shall be limited to such provision and shall not affect or invalidate the other provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction, and to that extent, the provisions hereof are severable. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. 8. This Agreement shall be binding upon the Indemnitor and the City and their successors and assigns for so long as any Highway Authority Agreement is required by Indemnitor as an institutional control as defined by the Environmental Laws. Provided, however, Indemnitor's duty to indemnify City shall survive if liabilities are incurred during the effective period of the Highway Authority Agreement. No transfer of Indemnitor's or the City's rights or obligations hereunder shall be made without the prior written approval of the City's Board of Trustees and Ameren, which approval shall be within their reasonable discretion. 9. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof. This Agreement may not be amended, modified, revised, supplemented or restated except by a writing signed by each of the parties hereto. In construing this Agreement or determining the rights of the parties hereunder, no party shall be deemed to have drafted or created this Agreement or any portion thereof. 10. The executing representatives. of the parties to this Agreement represent and certify that they are fully authorized to enter into the terms and conditions of this Agreement and to execute and legally bind that party to it. 4