§ 2-1215.14. Liability.

(b) Neither a director, officer, or member nor any affiliate of a director, officer, or member, nor any shareholder, officer, director, employee, partner, agent, or advisor of a director, officer, or member nor an affiliate of any director, officer, or member of the BID shall be personally liable to the BID corporation or to any owner or member for loss or damage caused by any act or omission in such capacity, except for losses or damages caused by such party's fraudulent, willful, or wanton conduct or misconduct, breach of the BID instruments, or gross negligence. The BID corporation shall indemnify (only to the extent of BID corporation assets without recourse to any owner or member) any person who was or is a party or threatened to be made a party to any threatened, pending, or completed action, suit or proceeding (other than an action by or on behalf of the BID corporation), which action, suit, or proceeding arises out of or relates to any claim, issue, or matter involving or affecting the BID corporation, by reason of the fact that such party is or was a director, officer, or member, an affiliate of a director, officer, or member, or an officer, shareholder, director, employee, partner, agent, or advisor of a director, officer, or member or an affiliate of any director, officer, or member, or is or was serving at the request of the BID corporation as an officer, shareholder, director, employee, agent, or advisor of another partnership, corporation, joint venture, trust, or other enterprise, against all expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by such party in connection with such action, suit, or proceeding, so long as such party acted in good faith in a manner reasonably believed to be in or not opposed to the best interest of the BID corporation; provided, that no indemnification shall be made in respect of any claim, issue, or matter as to which a party has been adjudged to be liable for fraudulent, willful, or wanton conduct or misconduct, breach of the BID instruments, or gross negligence, or with respect to any criminal action or proceeding.