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the City's officials; from any and all claims arising from the acquisition of the Property including, but not limited to location of hazardous waste, hazardous materials, or other environmental contaminants on the Property, including all costs of defense, including attorneys fees; and further against any order, judgment or decree by which the City is obligated to pay to any taxing district or other party any amount which the City has collected pursuant to the TIF Act and paid into the Special Allocation Fund and disbursed to Developer pursuant to this Agreement; provided that Developer reserves the right at Developer's option to assume the defense of such claim or action (including, without limitation, to settle or compromise any claim or action for which Developer has'assumed the defense) with counsel of Developer's choosing and the parties expressly agree that so long as no conflicts of interest exist between them, the same attorney or attorneys may simultaneously represent the City and Developer in any such proceeding; and further provided that none of the foregoing claims shall be caused by the willful misconduct or negligence of the City and the City's officials, agents, employees, and representatives. Upon the issuance of the Notice of Acquisition by Developer, the indemnification of the City by Developer provided in this section 7.14 shall survive termination of this Agreement. 7.15 Term. Unless earlier terminated as provided herein, this Agreement shall remain in full force and effect so long as tax increment allocation financing shall apply to any portion of any property within the TIF District and at the dissolution of the TIF District under provisions of section 99.850 of the TIF Act, following payment of all Eligible Redevelopment Project Costs and retirement of all TIF Notes, each of which shall in no event have a term longer than Ten (10) years from the date of issuance by the City of the TIF Note (which shall not be in excess of 3 months from the date of the certificate of occupancy for the grocery store), this Agreement shall terminate and become null and void. ARTICLE VIII. REPRESENTATIONS AND WARRANTIES 8.1 Representations of the City. The City hereby represents and warrants that the City has full constitutional and lawful right, power and authority, under current applicable law, to execute and deliver and perform the terms and obligations of this Agreement, including but not limited to the right, power and authority to issue the TIF Notes and all of the foregoing have been or will be duly and validly authorized and approved by all necessary City proceedings, findings and actions. Accordingly, this Agreement constitutes the legal, valid and binding obligation of the City, enforceable in accordance with its terms. - 16- STL-535046