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Book: 4599 Page: 338
<br /> ARTICLE VIII: INDEMNIFICATION
<br /> 8.1 Redeveloper Indemnification of the City.
<br /> So long as the Redeveloper maintains a direct interest (leasehold, at a minimum) in the
<br /> Project or Project Site or any part thereof(excluding,for example,an interest therein solely
<br /> as a creditor or mortgagee)and notwithstanding anything to the contrary in this Agreement,
<br /> the Redeveloper agrees to indemnify, defend and save the City, its officers, employees,
<br /> Council members, Mayor, agents and representatives and each of their successors and
<br /> assigns harmless from and against any and all claims, liabilities, demands, suits,
<br /> administrative proceedings, causes of action, costs, damages, personal injuries and
<br /> property damages, losses, attorney's fees and costs of litigation and other expenses, both
<br /> known and unknown,present and future,at law or in equity by or on behalf of any person,
<br /> firm or corporation arising from (i) the Redeveloper's operation or management of the
<br /> Project, or from any work or thing done by the Redeveloper on the Project Site, or any
<br /> work or activity of the Redeveloper connected to the construction of the Project; (ii)any
<br /> breach or default on the part of the Redeveloper in the performance of any of its obligations,
<br /> terms,conditions,representations or warranties under or in respect of this Agreement;(iii)
<br /> any act of negligence or willful or wanton misconduct of the Redeveloper or any of its
<br /> agents, contractors, servants or employees; (iv) any violation by the Redeveloper of any
<br /> easements,conditions,restrictions,building regulations,zoning ordinances,environmental
<br /> regulations or land use regulations affecting the Project Site or the Project;(v)any violation
<br /> of Applicable Law or(vi) any violation by the Redeveloper of state or federal securities
<br /> law in connection with the offer and sale of interests in the Redeveloper, its affiliates or
<br /> any part of the Project. The Redeveloper agrees to indemnify and save the City harmless
<br /> from and against all costs and expenses incurred in or in connection with any such claim
<br /> arising as aforesaid or in connection with any action or proceeding brought thereon. In
<br /> case any such claim shall be made or action brought based upon any such claim in respect
<br /> of which indemnity may be sought against the Redeveloper, upon receipt of notice in
<br /> writing from the City setting forth the particulars of such claim or action,the Redeveloper
<br /> shall assume the defense thereof including the employment of counsel and the payment of
<br /> all costs and expenses. The City shall have the right to employ separate counsel in any
<br /> such action and to participate in the defense thereof, but the fees and expenses of such
<br /> counsel shall be at the expense of the City. It is agreed and understood that the aforesaid
<br /> indemnities in this Article X shall be binding on the Redeveloper only for such period as
<br /> the Redeveloper maintains a direct interest in the Project or Project Site or part thereof
<br /> (excluding, for example, an interest therein solely as a creditor or mortgagee), and only
<br /> with respect to such direct interest in the Project or Project Site or part thereof. Provided,
<br /> notwithstanding the foregoing, the Redeveloper shall not be liable to indemnify and hold
<br /> the City harmless from any portion of any such loss,liability,cost or expense which results
<br /> from the negligence or willful misconduct of the City,its officials,agents,or employees.
<br /> 8.2 City Indemnification of the Redeveloper.
<br /> To the extent not prohibited by law,the City,so long as the Redeveloper maintains a direct
<br /> interest (leasehold at a minimum) in the Project or Project Site or any part thereof
<br /> (excluding, for example, an interest therein solely as a creditor or mortgagee), shall
<br /> indemnify and hold harmless the Redeveloper and its directors, officers, employees and
<br /> agents from any and all claims, damages, costs, and expenses, caused by the City of
<br /> Decatur or any of its agents,contractors,officials or employees arising from:(i)any act of
<br /> negligence or willful and wanton misconduct of the City or any of its agents,contractors,
<br /> City of Decatur/LIAISON HOME AUTOMATION,LLC 12
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