R2011-140 RECEIVING AND FILING PROPOSED REDEVELOPMENT AGREEMENT

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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 (146 111 2d 155, 585 NE 2d 1023 (1991)). Provided, further, not withstanding 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 Project and Project Site Prior to Completion of Construction. The Redeveloper represents and agrees that prior to the Substantial Completion of construction of any Phase of the Project 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 or that phase: 9.1.1 Prohibitions. Except 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 construct the Project or a phase thereof, the Redeveloper has not made or created, and will not, prior to the Substantial Completion of construction of the Project or a phase thereof as certified by the City, make or create, or suffer to be made or created, any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to the Agreement, the Project or a phase thereof, the Project Site or any part thereof or any interest therein, or any contract agreement to do any of the same, except for utility, support, ingress and egress and similar easements, leases with Project tenants and sales or pre-sales agreements for the residential condominium units being a part of the Project, without the prior written approval of the City. 9.1.2 Conditions for Approval. The City shall be entitled to require, except as otherwise provided in this Agreement, as conditions to any such approval pursuant to this Section 9.1,that: City of Decatur/Jackson Ford Redevelopment Agreement 10