R2013-87 AUTHORIZING EXECUTION OF A REDEVLOPMENT AGREEMENT Southside

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only for such period as the Redeveloper maintains a direct interest in the Police Facility or the Police Facility Site or the Police Facility Lease or part thereof (excluding, for example,a direct interest therein solely as a creditor or mortgagee),and only with respect to such direct interest in the Police Facility or Police Facility Site or part thereof, provided,notwithstanding the foregoing,the Redeveloper 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. 8.2 City Indemnification of the Redeveloper.To the extent not prohibited by law, the City of Decatur, so long as the Redeveloper maintains a direct interest in the Police Facility or the Police Facility Site or any part thereof(excluding, for example, an interest therein solely as a creditor or mortgagee), shall indemnify and hold harmless the Redeveloper arising from any and all claims, damages, costs, and expenses, including without limitation, attorney's fees 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 Redeveloper 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 City, upon receipt of notice in writing from the Redeveloper setting forth the particulars of such claim or action, the City shall assume the defense thereof including the employment of counsel and the payment of all costs and expenses. The Redeveloper 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 Redeveloper. 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. Provided, further, notwithstanding the foregoing, the City shall not be liable to indemnify and hold the Redeveloper harmless from any portion of any such loss, liability, cost or expense which results from the negligence or willful misconduct of the Redeveloper,its officials,agents,or employees. ARTICLE IX: PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER 9.1 Prohibition Against Transfer of Police Facility,the Police Facility Site or the Police Facility Lease Prior to Completion of Construction. The Redeveloper represents and agrees that prior to the Completion of Construction of the Police Facility and the Police Facility Site the following prohibitions and restrictions shall apply to the transfer of the Police Facility,the Police Facility Site and the Police Facility Lease: 9.1.1 Prohibitions. As provided in Section 14.1 below, only by way of security for a mortgage, deed of trust or other facility only for the purpose of obtaining equity or debt financing necessary to enable the Redeveloper to purchase the Police Facility Site and to construct the Police Facility and the Street Improvements,the Redeveloper has not made or created, and will not, prior to the Completion of 13