Dedicated Improvements Agreement - Guarantees the City a Performance Bond - Rieth Riley Construction Co., Inc.

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additional insured on any such policy and produce to the City a certificate of insurance evidencing the same within tell (10) days of the execution hereof. To the extent that the City is harmed as a result of the Construction of the Dedicated Improvements, Owner hereby grants the City first priority oil any proceeds received from the Owner's insurance. Notwithstanding anything in the Agreement to the contrary, the City does not waive any governmental immunity or liability limitations available to it under Indiana law, 10. Assignment This Agreement may not be assigned by Owner, including through a Change in Control event, without the express written consent of the City which Such consent may be withheld for any reason. A Change in Control event shall mean either (a) the merger of Owner into or with all unrelated third party entity, (b) a transaction or series of related transactions in which a third party becomes the beneficial owner of fifty percent (50%) or more of the membership units of Owner, or (c) the sale of all or Substantially all of the assets of Owner. A violation of this Section 10 shall be a material breach of this Agreement. 11. Material Breach The parties agree that a material breach of this Agreement by Owner Would have a material adverse effect upon the City. In the event of a breach by Owner of any of its obligations hereunder, the Owner shall cure such breach, if curable, within seven (7) days after written notice thereof from the City. Upon the failure by the Owner to Cure any Such breach, or if the breach is material and incurable, the City may immediately terminate this Agreement and call on the performance bond.