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<br /> s� brought thereon. In case any such claim shall be made or action brougllt based upon any
<br /> � such claim in respect of which indemnity may be sought against the Redeveloper, upon
<br /> °7 receipt of notice in writing from the City setting fortl� the particulars of such claim or
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<br /> u action, the Redeveloper shall assume the defense thereof including the employment of
<br /> �.,,, counsel and the payment of all costs and expenses. The City shall have the right to
<br /> t�'] employ separate counsel in any such action and to participate in the defense thereof, but
<br /> � the fees and expenses of such counsel shall be at the expense of the City. It is agreed and
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<br /> understood that the aforesaid indemnities in this Article IX shall be binding on the
<br /> B0 Redeveloper only for such period as the Redeveloper maintains a direct interest in the
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<br /> t� Project or Project Site or part thereof(excluding, for example, an interest therein solely as
<br /> � a creditor or mortgagee), and only with respect to such direct interest in the Project or
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<br /> Project Site or part thereof. Provided, not withstanding the foregoing, the Redeveloper
<br /> shall not be liable to indemnify and hold the City harmless from any portion of any such
<br /> loss, liability, cost or expense which results from the negligence or willful misconduct of
<br /> the City, its officials, agents, ar employees.
<br /> 9.2 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 Project or Project
<br /> Site or any part thereof(excluding, for example, an interest therein solely as a creditor or
<br /> mortgagee), shall indemnify and hold harmless the Redeveloper and its members,
<br /> managers, directors, officers, employees and agents from any and all claims, damages,
<br /> costs, and expenses, including without limitation, reasonable attorney's fees caused by
<br /> the City of Decatur ar any of its agents, contractors, officials or employees arising from:
<br /> (i) any act of negligence or willful and wanton misconduct of the City or any of its
<br /> agents, contractors, officials or employees; (ii) any breach or default on the part of the
<br /> City in the performance of any of its obligations under or in respect of this Agreement; or
<br /> (iii) any violation of Applicable Law. The City agrees to indemnify and save the
<br /> Redeveloper, its members, managers, directors, officers, employees and agents 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 City, upon receipt of notice in writing
<br /> from the Redeveloper setting forth the particulars of such claim or action, the City shall
<br /> assume the defense thereof including the employment of counsel and the payment of all
<br /> costs and expenses. The Redeveloper shall have the right to employ separate counsel in
<br /> any such action and to participate in the defense thereof, but the fees and expenses of
<br /> such counsel shall be at the expense of the Redeveloper. Notwithstanding the foregoing,
<br /> the City of Decatur retains any and all defenses and immunities provided by the Local
<br /> Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 10/1-101 et
<br /> seq. In addition, neither party intends this paragraph to waive its rights to limited liability
<br /> under the Illinois Worker's Compensation Act or Kotecki line of cases (146 Ill 2d 155,
<br /> 585 NE 2d 1023 (1991)). Provided, further, not withstanding the foregoing, the City
<br /> shall not be liable to indemnify and hold the Redeveloper harmless from any portion of
<br /> any such loss, liability, cost or expense which results from the negligence or willful
<br /> misconduct of the Redeveloper, its officials, agents,or employees.
<br /> City of Decatur/Pines Shopping Center Redevelopment Agreement 11
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