R2026-17 Resolution Approving a Development Agreement by and between the City of Decatur, Illinois and Broadwing Energy, LLC

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Docusign Envelope ID:6745F9B5-2832.47E9-86E5.4177B 13AB685 providing financing or other financial accommodations to or for the benefit of the Project or Developer or to an affiliate of Developer. Section 9.Developer's Indemnification. The Developer shall indemnify and hold harmless the City,its agents, officers and employees against all injuries, deaths, losses,damages, claims, suits,liabilities,judgments,costs and expenses (including any liabilities,judgments,costs and expenses and reasonable attorney's fees)which may arise directly or indirectly from the failure of the Developer or any contractor, subcontractor or agent or employee thereof(so long as such contractor,subcontractor or agent or employee thereof is hired by the Developer)to timely pay any contractor,subcontractor, laborer or materialman;from any default or breach of the terms of this Agreement by the Developer; or from any negligence or reckless or willful misconduct of the Developer or any contractor, subcontractor or agent or employee thereof(so long as such contractor,subcontractor or agent or employee is hired by the Developer).The Developer shall,at its own cost and expense,appear, defend and pay all charges of attorneys,costs and other expenses arising therefrom or incurred in connection therewith.If any judgment shall be rendered against the City,its agents,officers, officials or employees in any such action,the Developer shall,at its own expense, satisfy and discharge the same. This paragraph shall not apply,and the Developer shall have no obligation whatsoever, with respect to any acts of negligence or reckless or willful misconduct on the part of the City or any of its officers,agents,employees or contractors. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,THE DEVELOPER'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL THE DOLLAR AMOUNTS SET FORTH IN SECTION 2A AND SECTION 2D. Section 10.Waiver. Any party to this Agreement may elect to waive any remedy it may enjoy hereunder, provided that no such waiver shall be deemed to exist unless the party waiving such right or remedy does so in writing.No such waiver shall obligate such party to waive any right or remedy hereunder or shall be deemed to constitute a waiver of other rights and remedies provided said party pursuant to this Agreement. Section 11.Severability. If any section,subsection,term or provision of this Agreement or the application thereof to any party or circumstance shall,to any extent,be invalid or unenforceable,the remainder of said section, subsection,term or provision of this Agreement or the application of same to parties or circumstances other than those to which it is held invalid or unenforceable,shall not be affected thereby. Section 12.Notices.