R2018-51 Authorizing Redevelopment Agreement Love's Travel Stops & Country Stores, Inc.

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or(d) if provided by e-mail, on the same day, if delivered on a business day during business hours,and on the following business day if otherwise, provided that the sender does not receive any notice of failure of delivery(i.e., an automatic response). To Love's: To City: Love's Travel Stops&Country Stores, City of Decatur Inc. Attn: Ray Lai, Director of Economic and Attn: Vice President Real Estate Community Development 10601 N. Pennsylvania Ave. 1 Gary K. Anderson Plaza Oklahoma City, OK 73120 Decatur, Illinois 62523 Email: Rick.Shuffteld ,,loves.com E-mail: rlai a.decaturil.aov 5. INDEMNITY. To the fullest extent allowed by applicable law, each party (the "Indemnifying Party") hereto hereby agrees to indemnify,defend and hold the other party, its affiliates and their respective, managers, members, officers, directors, employees and agents (collectively, the "Indemnified Parties"), harmless from and against any and all claims, losses, costs,damages, liabilities, or expenses (including, without limitation, reasonable attorneys' fees) ("Claims") arising from or in relation to the gross negligence or willful misconduct of the Indemnifying Party(or any person acting at its direction or on its behalf), except to the extent such Claims are a result of the action, inaction, gross negligence or willful misconduct of any of the Indemnified Parties. The obligations of this Section 5 shall survive the expiration,termination or completion of this Agreement. 6. REPRESENTATION AND WARRANTIES. 6.1 Of Love's. Love's represents and warrants that (i) Love's is an Oklahoma corporation duly organized,validly existing and in good standing under the laws of the State of Oklahoma; (ii)Love's has the full and complete right,power and authority to enter into this Agreement and to perform its duties and obligations under this Agreement in accordance with the terms and conditions hereof; and (iii)the individual executing this Agreement on behalf of Love's is duly authorized and empowered to do so and by such execution,binds Love's under this Agreement. 6.2 Of the City. The City represents and warrants that(i)the City is a validly existing municipal corporation; (ii)the City has the full and complete right, power and authority to enter into this Agreement and to perform its duties and obligations under this Agreement in accordance with the terms and conditions hereof; and (iii) the individual executing this Agreement on behalf of the City is duly authorized and empowered to do so and by such execution, binds the City under this Agreement. 7. MISCELLANEOUS. This Agreement embodies the entire understanding of the parties with respect to the subject matter hereof and shall be binding upon and inure to the parties,their respective successors and assigns. The terms hereof shall not be construed in favor of or against either party,but shall be construed as if jointly prepared by the parties, it being understood and agreed that each party hereto had sufficient opportunity to participate in the drafting of this Agreement and to seek legal advice in relation hereto. If any provisions of this Agreement shall be held to be void or unenforceable for any reason, said provision shall be deemed modified so as to constitute a provision conforming as nearly as possible to said