|
8.2 City Indemni�cation of the Redeveloper.
<br /> To the extent not prohibited by law, the City, so long as the Redeveloper maintains a
<br /> direct interest in the Project or Project Site or any part thereof(excluding, for example, an
<br /> interest therein solely as a creditor or mortgagee), shall indemnify and hold harmless the
<br /> Redeveloper and its directors, officers, employees and agents from any and all claims,
<br /> damages, costs, and expenses, caused by the City of Decatur or any of its agents,
<br /> contractors, officials or employees arising from: (i) any act of negligence or willful and
<br /> 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
<br /> obligations under or in respect of this Agreement; or (iii) any violation of Applicable
<br /> Law. The City agrees to indemnify and save the Redeveloper harmless from and against
<br /> all costs and expenses incurred in or in connection with any such claim arising as
<br /> aforesaid or in connection with any action or proceeding brought thereon.
<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 II1 2d 155, 585 NE 2d 1023 (1991)). Provided, further,
<br /> notwithstanding 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 willfu] 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.
<br /> The Redeveloper represents and agrees that prior to the Substantial Completion of
<br /> construction of the Project as certified by the City (in accordance with Sections 2.9 and
<br /> 2.10 hereo� the following prohibitions and restrictions shall apply to the transfer of the
<br /> Project:
<br /> 9.1.1 Prohibitions.
<br /> Except only by way of security for a mortgage, deed of trust or other facility only
<br /> for the purpose of obtaining equity or debt financing necessary to enable the
<br /> Redeveloper to construct the Project, the Redeveloper has not made or created,
<br /> and will not, prior to the Substantial Completion of construction of the Project as
<br /> certified by the City, make or create, or suffer to be made or created, any total or
<br /> partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in
<br /> any other mode or form of or with respect to the Agreement, the Project, the
<br /> Project Site or any part thereof or any interest therein, or any contract agreement
<br /> to do any of the same, except for utility, support, ingress and egress and similar
<br /> easements without the prior written approval of the City.
<br /> 9.1.2 Conditions for Approval.
<br /> The City shall be entitled to require, except as otherwise provided in this
<br /> Agreement, as conditions to any such approval pursuant to this Section 9.1,that:
<br /> (a) Any proposed transferee shall have the qualifications and financial
<br /> responsibility and capacity, as reasonably determined by the City,
<br /> necessary and adequate to fulfill the obligations undertaken in this
<br /> City of Decatur/PACE HOSPITALITY LLC 13
<br />
|