2024-63 Ordinance Authorizing a TIF Redevelopment Agreement between the City of Decatur and Merchant Street South, LLC

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EXECUTION COPY or 112 N. Merchant Property or parts thereof(excluding, for example, an interest therein solely as a creditor or mortgagee), and only with respect to such direct interest in the 148 E. Main Property or 112 N. Merchant Property, or parts thereof. 7.5 Covenants Running with the Land. Subject to Section 7.4, it is intended and agreed that the covenants set forth in Sections 7.1, 7.2, and 7.3 above shall be covenants running with the land and Sections 7.1 and 7.3 shall in any event be binding to the fullest extent permitted by law and equity, for the benefit and in favor of and enforceable by the City, and with regard to Section 7.2 hereof, the City,the State of Illinois and the United States of America. 7.6 Covenants Binding for the Benefit of City. Subject to Section 7.4, it is also intended and agreed that the foregoing covenants set forth in Sections 7.1, 7.2, and 7.3 above shall in any event, and without regard to technical classification or designation as legal or otherwise, be, to the fullest extent permitted by law and equity, binding for the benefit of the City and enforceable by the City, the State of Illinois and the United States of America as provided in Sections 7.4 and 7.5. ARTICLE VIII: INDEMNIFICATION 8.1 Redeveloper Indemnification of the City. So long as the Redeveloper maintains a direct interest in either the 148 E. Main Property or 112 N. Merchant Property or any parts thereof(excluding, for example, an interest therein solely as a creditor or mortgagee), the Redeveloper agrees to indemnify and save the City and its officers and employees harmless against all claims by or on behalf of any person, firm or corporation arising from(i)the Redeveloper's operation or management of the Properties, or from any work or thing done by the Redeveloper on the Projects, or any work or activity of the Redeveloper connected to the construction of the Projects; (ii) any breach or default on the part of the Redeveloper in the performance of any of its obligations under or in respect of this Agreement; (iii) any act of negligence or willful or wanton misconduct of the Redeveloper or any of its agents, contractors, servants or employees; (iv) any violation by the Redeveloper of any easements, conditions, restrictions, building regulations, zoning ordinances, environmental regulations or land use regulations affecting the Properties; (v) any violation of Applicable Law or (vi) any violation by the Redeveloper of state or federal securities law in connection with the offer and sale of interests in the Redeveloper, its affiliates or any part of the Properties. The Redeveloper 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 Redeveloper, upon receipt of notice in writing from the City setting forth the particulars of such claim or action, the Redeveloper 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 -10-