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brought thereon. In case any such cIaim shali be made or action brought based upon any
<br /> such claim in respect of which indemnity may be sought against the Redeveloper, upon
<br /> receipt of notice in wciting from tl�e City setting fortI� the particulars of such claim or
<br /> action, the Redevelopec shalt assume the defense thereof including the employment of
<br /> counseI and the paymeut of all costs and expenses. The City shall have ti�e right to
<br /> employ separate counsel in any such action and to pa�ticipate in the defense theceof, but
<br /> die fees and expenses of such counsel shall be at tl�e expense of the City. It is agreed and
<br /> understoad that the aforesaid indemnities in this A��ticle IX slaall be binding on the
<br /> Redeveloper only for such peciod as the Redeveloper maintaiEis a direct interest in the
<br /> Project or Project Site or part tl�ereof(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
<br /> Project Site oc part thereof. Provided, not withstanding the foregoing, the Redeveloper
<br /> shall not be liable to indemnify aud hold the City hacmless fi•om at�y portion of any such
<br /> loss, IiaUility,cost or expense wl�ich results fi•om the negligence or willful misconduct of
<br /> the City, its officials,agents,or employees.
<br /> 9.2 City Incie►nnification of the Redeveloper.To the extent not prohi6ited by faw,the City
<br /> of Decatur,so long as the Redeveloper inaintains a direct interest i�i the Project or Project
<br /> Site or any pa�•t thereof{excluding, for example, an inte�•est therein solely as a c��edito►•or
<br /> moi�tgagee), shall indemnify and hold harrr►less the Redeveloper and its members,
<br /> managecs, directoc•s, officecs, employees and agents fi�om any and all cIaims, damages,
<br /> costs, and expenses, including without limitation, reasonable attorney's fees caused by
<br /> the City of Decatur or any of its agents,conti�actors, ofticials or employees arising fi•om:
<br /> {i) any act of negligence or witlful a�id wanton misconduct of the City or any of its
<br /> agents, contractocs, officials or employees; (ii} aiiy breach or default on the pai�t 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 indemuify and save the
<br /> Redeveloper, its members, managers, directors, officers, employees ai�d agents harmless
<br /> from and against all costs and expenses incui•red in or in connection with any sucti claim
<br /> arising as aforesaid o►• in connectioi� witl� any action or pcoceeding brought thereon. In
<br /> case any such claim shall be made or action brought based upo�i any such claim in respect
<br /> af which indemnity may be sought agaiust the City, upon receipt of notice in writing
<br /> from the Redeveloper setting forth the pat�ticulars of such claim or action, the City shall
<br /> assume the defense thereof including the e�nployment of counsel and the payment of all
<br /> costs and expenses. The Redeveloper shall l�ave the right to employ separate coimsel in
<br /> any such action and to paiticipate in the defense tlsereof, but the fees and expenses of
<br /> such counsal shall be at the expense of the Redeveloper. Notwithstanding the foregoing,
<br /> the City of Decatur retains auy and all defenses and immunities pcovided by the Local
<br /> Govermnental and Governmental Employees Tort Immunity Act, 74S ILCS 10/t-101 et
<br /> seq. In addition,neither party intends this paragraph to waive its rights to limited liabifity
<br /> under tlie Illinois Worker's Compensation Act or Kotecki line of cases (146 Ill 2d 1SS,
<br /> 585 NE 2d 1023 (1991)). Provided, fucther, not withstanding the foregoing, the City
<br /> shall not be liable to indemnify and hold the Redeveloper harmless from any portion of
<br /> auy such loss, liability, cost or expense which results fi•om the negli�ence or willfi�l
<br /> misconduct of the Redevetoper,its of�cials,agents,or employees.
<br /> City of Decahu•/Pines Shopping Center Redevelopment Agreement 11
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