Laserfiche WebLink
regulations, zoning ordinances, Environmental Laws or land use regulations affecting the <br /> Police Facility Site or the Police Facility; (v) any violation of Applicable Law or (vi) any <br /> violation by the Redeveloper of state or federal securities law in connection with the offer <br /> and sale of interests in the Redeveloper, its affiliates or any part of the Police Facility or <br /> the Police Facility Site. 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 againsx the Redeveloper, upon receipt of notice in <br /> writing from the City setting forth the particulars of such claim or action, the <br /> Redeveloper shall assume the defense thereof including the employment of counsel and <br /> the payment of all costs and expenses. The City shall have the right to employ separate <br /> counsel in any such action and to participate in the defense thereof, but the fees and <br /> expenses of such counsel shall be at the expense of the City. It is agreed and understood <br /> that the aforesaid indemnities in this Article VIII shall be binding on the Redeveloper <br /> only for such period as the Redeveloper maintains a direct interest in the Police Facility <br /> or the Police Facility Site or the Police Facility Lease or part thereof (excluding, for <br /> example, a direct interest therein solely as a creditor or mortgagee), and only with respect <br /> to such direct interest in the Police Facility or Police Facility Site or part thereof, <br /> provided,notwithstanding the foregoing, the Redeveloper shall not be liable to indemnify <br /> and hold the City harmless from any portion of any such loss, liability, cost or expense <br /> which results from the negligence or willful misconduct of the City, its officials, agents, <br /> or employees. <br /> 8.2 City Indemnification of the Redeveloper. To the extent not prohibited by law, the City <br /> of Decatur, so long as the Redeveloper maintains a direct interest in the Police Facility or <br /> the Police Facility Site or any part thereof (excluding, for example, an interest therein <br /> solely as a creditor or mortgagee), shall indemnify and hold harmless the Redeveloper <br /> arising from any and all claims, damages, costs, and expenses, including without <br /> limitation, attorney's fees caused by the City of Decatur or any of its agents, contractors, <br /> officials or employees arising from: (i) any act of negligence or willful and wanton <br /> misconduct of the City or any of its agents, contractors, officials or employees; (ii) any <br /> breach or default on the part of the City in the performance of any of its obligations under <br /> or in respect of this Agreement; or(iii) any violation of Applicable Law. The City agrees <br /> to indemnify and save the Redeveloper hannless from and against all costs and expenses <br /> incurred in or in connection with any such claim arising as aforesaid or in connection <br /> with any action or proceeding brought thereon. In case any such claim shall be made or <br /> action brought based upon any such claim in respect of which indemnity may be sought <br /> against the City, upon receipt of notice in writing from the Redeveloper setting forth the <br /> particulars of such claim or action, the City shall assume the defense thereof including <br /> the employment of counsel and the payment of all costs and expenses. The Redeveloper <br /> shall have the right to employ separate counsel in any such action and to participate in the <br /> defense thereof, but the fees and expenses of such counsel shall be at the expense of the <br /> Redeveloper. Notwithstanding the foregoing, the City of Decatur retains any and all <br /> defenses and immunities provided by the Local Governmental and Governmental <br /> Employees Tort Immunity Act, 745 ILCS 10/1/101 et seq. In addition, neither party <br /> intends this paragraph to waive its rights to limited liability under the Illinois Worker's <br /> Compensation Act or Kotecki line of cases. Provided, further, notwithstanding the <br /> foregoing, the City shall not be liable to indemnify and hold the Redeveloper harmless <br /> 13 <br />