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<br /> 8.2 City Indemnification of the Redeveloper. To the extent not prohibited by law, the City
<br /> d of Decatur,so long as the Redeveloper maintains a direct interest in the Project or Project
<br /> m Site or any part thereof(excluding, for example, an interest therein solely as a creditor or
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<br /> mortgagee), shall indemnify and hold harmless the Redeveloper and its directors,
<br /> officers, employees and agents from any and all claims, damages, costs, and expenses,
<br /> z1 including without limitation, reasonable attorney's fees caused by the City of Decatur or
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<br /> 4anY of its agents, contractors officials or employees arising from: (t) any act of
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<br /> negligence or willful and wanton misconduct of the City or any of its agents, contractors,
<br /> Xofficials or employees; (ii) any breach or default on the part of the City in the
<br /> o performance of any of its obligations under or in respect of this Agreement; or (iii) any
<br /> 0 violation of Applicable Law. The City agrees to indemnify and save the Redeveloper
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<br /> harmless from and against all costs and expenses incurred in or in connection with any
<br /> such claim arising as aforesaid or in connection with any action or proceeding brought
<br /> thereon. In case any such claim shall be made or action brought based upon any such
<br /> claim in respect of which indemnity may be sought against the City, upon receipt of
<br /> notice in writing from the Redeveloper setting forth the particulars of such claim or
<br /> action, the City shall assume the defense thereof including the employment of counsel
<br /> and the payment of all costs and expenses. The Redeveloper shall have the right to
<br /> employ separate counsel in any such action and to participate in the defense thereof, but
<br /> the fees and expenses of such counsel shall be at the expense of the Redeveloper.
<br /> Notwithstanding the foregoing, the City of Decatur retains any and all defenses and
<br /> immunities provided by the Local Governmental and Governmental Employees Tort
<br /> Immunity Act, 745 ILCS 10/1-101 et seq. In addition, neither party intends this
<br /> paragraph to waive its rights to limited liability under the Illinois Worker's Compensation
<br /> Act or Kotecki line of cases (146 111 2d 155, 585 NE 2d 1023 (1991)). Provided, further,
<br /> not withstanding the foregoing, the City shall not be liable to indemnify and hold the
<br /> Redeveloper harmless from any portion of any such loss, liability, cost or expense which
<br /> results from the negligence or willful misconduct of the Redeveloper, its officials, agents,
<br /> 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 prior to the Substantial
<br /> Completion of construction of any Phase of the Project as certified by the City (in
<br /> accordance with Sections 2.9 and 2.10 hereof) the following prohibitions and restrictions
<br /> 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
<br /> other facility only for the purpose of obtaining equity or debt financing necessary
<br /> to enable the Redeveloper to construct the Project or a phase thereof, the
<br /> Redeveloper has not made or created, and will not, prior to the Substantial
<br /> Completion of construction of the Project or a phase thereof as certified by the
<br /> City, make or create, or suffer to be made or created, any total or partial sale,
<br /> assignment, conveyance, or lease, or any trust or power, or transfer in any other
<br /> mode or form of or with respect to the Agreement, the Project or a phase thereof,
<br /> the Project Site or any part thereof or any interest therein, or any contract
<br /> agreement to do any of the same, except for utility, support, ingress and egress
<br /> and similar easements, leases with Project tenants and sales or pre-sales
<br /> City of Decatur/Jackson Ford Redevelopment Agreement 10
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