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<br />ARTICLE 4 <br />Defense of Claims; Insurance <br /> Defense of Claims. <br />(a) The Developer shall indemnify and hold harmless the HRA, the City, their <br />governing body members, officers, and agents including the independent contractors, <br />consultants, and legal counsel, servants and employees thereof (hereinafter, for the <br />purposes of this Section, collectively the “Indemnified Parties”) for any expenses <br />(including reasonable attorneys’ fees), loss, damage to property, or death of any person <br />occurring at or about, or resulting from any defect in, the Project; provided, however, the <br />Developer shall not be required to indemnify any Indemnified Party for any claims or <br />proceedings arising from any negligent or unlawful acts or omissions of such Indemnified <br />Party. Promptly after receipt by the HRA or the City of notice of the commencement of <br />any action in respect of which indemnity may be sought against the Developer under this <br />Section 4.01, such person will notify the Developer in writing of the commencement <br />thereof, and, subject to the provisions hereinafter stated, the Developer shall assume the <br />defense of such action (including the employment of counsel, who shall be counsel <br />reasonably satisfactory to the HRA and the City) and the payment of expenses insofar as <br />such action shall relate to any alleged liability in respect of which indemnity may be sought <br />against the Developer. The HRA and 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 not be at the expense of the Developer unless the <br />employment of such counsel has been specifically authorized by the Developer. <br />Notwithstanding the foregoing, if the HRA or the City has been advised by independent <br />counsel that there may be one or more legal defenses available to it which are different <br />from or in addition to those available to the Developer, the Developer shall not be entitled <br />to assume the defense of such action on behalf of the HRA or the City, but the Developer <br />shall be responsible for the reasonable fees, costs and expenses (including the employment <br />of counsel) of the HRA and the City in conducting their defense. The Developer shall not <br />be liable to indemnify any person for any settlement of any such action effected without <br />the Developer’s consent. The omission to notify the Developer as herein provided will not <br />relieve the Developer from any liability which they may have to any Indemnified Party <br />pursuant hereto, otherwise than under this Section. <br />(b) The Developer agrees to protect and defend the Indemnified Parties, and further <br />agrees to hold the aforesaid harmless, from any claim, demand, suit, action or other <br />proceeding whatsoever by any person or entity arising or purportedly arising from the <br />actions or inactions of the Developer (or other persons acting on its behalf or under its <br />direction or control) under this Agreement, or the transactions contemplated hereby or the <br />acquisition, construction, installation, ownership, and operation of the Project; provided <br />that this indemnification shall not apply to the warranties made or obligations undertaken <br />by the HRA or the City in this Agreement or to any actions undertaken by the HRA or the <br />City which are not contemplated by this Agreement but shall, in any event, apply to any <br />pecuniary loss or penalty (including interest thereon from the date the loss is incurred and <br />funded or penalty is paid by the HRA or the City at a rate equal to the prime rate) as a result <br />of the Project, as constructed and operated by the Developer, causing the TIF District to <br />11 <br /> <br />