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1. HERA shall indemnify,defend,and hold harmless Decatur,its officers,employees, <br /> elected officials, and agents (the "Indemnified Parties") from and against any and all liabilities <br /> arising directly out of or in connection with malpractice or negligent acts under this Agreement by <br /> HERA or any of its agents, provided, however, that the HERA shall not be responsible for that <br /> portion, if any, of a loss that is caused by the negligence of Decatur. Decatur shall indemnify, <br /> defend, and hold harmless HERA, its officers, employees, elected officials, and agents from any <br /> and all acts performed by HERA if done at the direction of Decatur or in connection with the <br /> administration of this Agreement. HERA shall not be responsible for that portion, if any, of a loss <br /> that is caused by any challenge to the Ordinance in a competent court of jurisdiction or any action <br /> which Decatur directs HERA to perform. <br /> 2. HERA shall, upon Decatur's demand and at Decatur's direction, promptly and <br /> diligently defend, at HERA's own risk and expense, any and all suits, actions, or proceedings <br /> which may be brought or instituted against one or more Indemnified Parties caused by malpractice <br /> or negligent acts for which HERA is responsible under this Section and, further to HERA's <br /> indemnification obligations,HERA shall pay and satisfy any judgment, decree, loss, or settlement <br /> in connection therewith. <br /> 3. In all instances where Decatur will indemnify HERA for a loss caused by the <br /> negligence of Decatur or a loss caused by any challenge to the Ordinance, Decatur shall pay the <br /> cost of their own defense and may select counsel of their own choosing, so long as a conflict does <br /> not exist. <br /> 4. HERA shall,and shall cause its agents to,cooperate with Decatur and in connection <br /> with the investigation, defense or prosecution of any action, suit or proceeding in connection with <br /> this Agreement, including the acts or omissions of HERA in connection with this Agreement. <br /> Page 3 of 8 <br />