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COMPANY agrees that neither this Agreement nor any right or obligation hereunder may be <br /> assigned in whole or in part, without the prior written approval of the CITY, which shall not be <br /> unreasonably withheld, conditioned or delayed. <br /> 10.1.1 Assignment by Company. The COMPANY may, with prior written consent of the <br /> CITY, which consent shall not be unreasonably withheld, conditioned or delayed, delegate its <br /> duties and its performance under this Agreement, and/or utilize subcontractors, provided that <br /> any assignee(s), delegee(s), or subcontractor(s) shall honor the terms of this Agreement. <br /> Notwithstanding the provisions of this paragraph, the COMPANY shall remain jointly and <br /> severally liable with its assignee(s), or transferee(s) to the CITY for all of its obligations under <br /> this Agreement. <br /> 10.1.2 Assignment by the CITY. The CITY may, transfer or assign this Agreement and <br /> its rights and obligations herein to a successor or purchaser of the Premises, or an interest <br /> therein, subject to the approval of the COMPANY which will not be unreasonably withheld. <br /> 10.2 Duty to Indemnify. The COMPANY shall indemnify, keep and save harmless the <br /> CITY and its agents and employees against all suits, claims, damages, losses and expenses, <br /> including attorney's fees, to the extent caused by, growing out of, or incidental to, the wrongful <br /> or negligent performance of the Work under this Agreement by the COMPANY or its <br /> subcontractors to the full extent as allowed by the laws of the State of Illinois provided that the <br /> CITY shall promptly notify the COMPANY of any suits or claims and shall allow COMPANY, at <br /> its sole expense, to settle or defend and control the defense of any suit based upon such claim <br /> or claims. In the event of any .such injury (including death) or loss or damage, or claims <br /> therefor, the COMPANY shall give prompt notice to the CITY. The COMPANY's <br /> subcontractors shall include the foregoing indemnitees as parties as to whom indemnification <br /> is due under their subcontracts. <br /> 10.2.1 Effect of Statutory Limitations. In the event of any claim against the CITY or <br /> against any of its officials or employees, in either their personal or official capacities, made by <br /> any direct or indirect employee or agent of the COMPANY or of any subcontractor, the <br /> COMPANY's indemnification obligation shall not be affected by any limitation on the amount or <br /> type of damages, compensation or benefits payable to said employee or agent contained in <br /> any other type of employee benefit act. <br /> 10.2.2 Intellectual Property Claims Indemnification. The COMPANY shall protect, <br /> defend, indemnify and hold the CITY harmless against and from any and all claims, judgments, <br /> amounts paid in settlement, costs and expenses, including reasonable attorneys' fees relating <br /> to alleged patent, trademark or copyright infringement, misappropriation of proprietary rights, <br /> or trade secrets or similar claims, resulting from actions taken by the COMPANY in connection <br /> with this Agreement. <br /> 10.3 Alternative Dispute Resolution. The provisions for Alternative Dispute Resolution <br /> (ADR) attached as Schedule N shall govern the resolution of any disputes arising relative to <br /> the terms of, or performance required by, this Agreement. <br /> 10.4 No Waiver. The failure of COMPANY or the CITY to insist upon the strict <br /> performance of the terms and conditions hereof shall not constitute or be construed as a <br /> waiver or relinquishment of either Party's right to thereafter enforce the same in accordance <br /> with this Agreement in the event of a continuing or subsequent default on the part of the <br /> COMPANY or the CITY. <br /> 14 <br />