R2022-160 Resolution Authorizing Redevelopment Agreement with CCI Properties LLC

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agrees to indemnify and save the City harmless from and against all costs and expenses incurred in or in connection with any such claim arising as aforesaid or in connection with any action or proceeding brought thereon. In case any such claim shall be made,or action brought based upon any such claim in respect of which indemnity may be sought against the Developer, upon receipt of notice in writing from the City setting forth the particulars of such claim or action, the Developer shall assume the defense thereof including the employment of counsel and the payment of all costs and expenses. The City shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the City. It is agreed and understood that the aforesaid indemnities in this Article VII shall be binding on the Developer only for such period as the Developer maintains a direct interest in the Project or Development Area. or part thereof(excluding,for example,an interest therein solely as a creditor or mortgagee), and only with respect to such direct interest in the Project or Development Area or part thereof. Provided,notwithstanding the foregoing,the Developer shall not be liable to indemnify and hold the City harmless from any portion of any such loss, liability, cost or expense which results from the negligence or willful misconduct of the City, its officials, agents, or employees. 7.2 City Indemnification of the Developer. To the extent not prohibited by law,the City, so long as the Developer maintains a direct interest in the Project or Development Area or any part thereof(excluding,for example,an interest therein solely as a creditor or mortgagee), shall indemnify and hold harmless the Developer and its directors, officers, employees and agents from any and all claims, damages, costs, and expenses, caused by the City of Decatur or any of its agents, contractors, officials or employees arising from: (i) any act of negligence or willful and wanton misconduct of the City or any of its agents,contractors,officials or employees; (ii) any breach or default on the part of the City in the performance of any of its obligations under or in respect of this Agreement; or(iii)any violation of Applicable Law. The City agrees to indemnify and save the Developer harmless from and against all costs and expenses incurred in or in connection with any such claim arising as aforesaid or in connection with any action or proceeding brought thereon. Notwithstanding the foregoing, the City of Decatur retains any and all defenses and immunities provided by the Local Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 10/1-101 et seq. In addition, neither party intends this paragraph to waive its rights to limited liability under the Illinois Worker's Compensation Act or Kotecki line of cases(1461112d 155, 585 NE 2d 1023 (1991)). Provided, further, notwithstanding the foregoing, the City shall not be liable to indemnify and hold the Developer harmless from any portion of any such loss, liability, cost or expense which results from the negligence or willful misconduct of the Developer, its officials, agents, or employees. ARTICLE VIII: PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER 8.1 Prohibition Against Transfer of Project and Project Site Prior to Completion of Construction. The Developer represents and agrees that prior to Substantial Completion as certified by the City(in accordance with Sections 2.9 and 2.10 hereof)the following prohibitions and restrictions shall apply to the transfer of the Project.Nothing herein should be construed to prevent,prohibit or restrict the Developer from assigning or transferring this agreement to an affiliated entity owned or controlled by the Developer or a majority of the owners of the Developer.