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liability, cost or expense which results from the negligence or willful misconduct of the
<br /> City,its officials,agents,or employees.
<br /> 8.2 City Indemnification of the Redeveloper. To the extent not prohibited by law,the City
<br /> of Decatur, so long as the Redeveloper maintains a direct interest in the Project or Project
<br /> Site or any part thereof(excluding, for example, an interest therein solely as a creditor or
<br /> mortgagee),shall indemnify and hold harmless the Redeveloper and its directors,officers,
<br /> employees and agents from any and all claims, damages, costs, and expenses, including
<br /> without limitation, reasonable attorney's fees caused by the City of Decatur or any of its
<br /> agents,contractors,officials or employees arising from: (i)any act of negligence or willful
<br /> and wanton misconduct of the City or any of its agents,contractors,officials or employees;
<br /> (ii)any breach or default on the part of the City in the performance of any of its obligations
<br /> under or in respect of this Agreement; or(iii)any violation of Applicable Law. The City
<br /> agrees to indemnify and save the Redeveloper harmless from and against all costs and
<br /> expenses incurred in or in connection with any such claim arising as aforesaid or in
<br /> connection with any action or proceeding brought thereon. In case any such claim shall be
<br /> made or action brought based upon any such claim in respect of which indemnity may be
<br /> sought against the City,upon receipt of notice in writing from the Redeveloper setting forth
<br /> the particulars of such claim or action,the City shall assume the defense thereof including
<br /> the employment of counsel and the payment of all costs and expenses. The Redeveloper
<br /> shall have the right to employ separate counsel in any such action and to participate in the
<br /> defense thereof, but the fees and expenses of such counsel shall be at the expense of the
<br /> Redeveloper. Notwithstanding the foregoing, the City of Decatur retains any and all
<br /> defenses and immunities provided by the Local Governmental and Governmental
<br /> Employees Tort Immunity Act, 745 ILCS 10/1-101 et seq. In addition, neither party
<br /> intends this paragraph to waive its rights to limited liability under the Illinois Worker's
<br /> Compensation Act or Kotecki line of cases (146 I11 2d 155, 585 NE 2d 1023 (1991)).
<br /> Provided,further,not withstanding the foregoing,the City shall not be liable to indemnify
<br /> and hold the Redeveloper harmless from any portion of any such loss, liability, cost or
<br /> expense which results from the negligence or willful misconduct of the Redeveloper, its
<br /> officials,agents,or employees.
<br /> ARTICLE IX: PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER
<br /> 9.1 Prohibition Against Transfer of Project and Project Site Prior to Completion of
<br /> Construction. The Redeveloper represents and agrees that except as otherwise provided
<br /> herein,prior to the Substantial Completion of construction of any Phase of the Project as
<br /> certified by the City (in accordance with Sections 2.9 and 2.10 hereof) the following
<br /> prohibitions and restrictions shall apply to the transfer of the Project or that phase:
<br /> 9.1.1 Prohibitions. Except only by way of security for a mortgage,deed of trust or other
<br /> facility only for the purpose of obtaining equity or debt financing necessary to
<br /> enable the Redeveloper to construct the Project or a phase thereof,the Redeveloper
<br /> has not made or created, and will not, prior to the Substantial Completion of
<br /> construction of the Project or a phase thereof as certified by the City, make or
<br /> create, or suffer to be made or created, any total or partial sale, assignment,
<br /> conveyance,or lease,or any trust or power,or transfer in any other mode or form
<br /> of or with respect to the Agreement,the Project or a phase thereof,the Project Site
<br /> or any part thereof or any interest therein,or any contract agreement to do any of
<br /> the same, except for utility, support, ingress and egress and similar easements,
<br /> City of Decatur/County Line Plaza Redevelopment Agreement 10
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