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assume any such status; (ii) City's activities in connection with the Loan shall not be
<br />"outside the scope of the activities of a lender of money" within the meaning of California
<br />Civil Code Section 3434, as modified or recodified from time to time, and City does not
<br />intend to ever assume any responsibility to any person for the quality or safety of the
<br />Property; and, (iii) City shall not be deemed responsible for or a participant in any acts,
<br />omissions or decisions of Developer;
<br />(c) City shall not be directly or indirectly liable or responsible for any
<br />loss or injury of any kind to any person or property resulting from any construction on, or
<br />occupancy or use of, the Property, whether arising from: (i) any defect in any building,
<br />grading, landscaping or other onsite or offsite improvement; (ii) any act or omission of
<br />Developer or any of Developer's agents, employees, independent contractors, licensees or
<br />invitees; or (iii) any accident on the Property or any fire or other casualty or hazard thereon;
<br />and,
<br />(d) By accepting or approving anything required to be performed or
<br />given to City under the Loan Documents, including any certificate, financial statement,
<br />survey, appraisal or insurance policy, City shall not be deemed to have warranted or
<br />represented the sufficiency or legal effect of the same, and no such acceptance or approval
<br />shall constitute a warranty or representation by City to anyone.
<br />18.2 Indemnity. Developer shall defend (by counsel reasonably satisfactory to
<br />City), indemnify and save and hold harmless the Indemnitees from and against all claims,
<br />damages, demands, actions, losses, liabilities, costs and expenses (including, without
<br />limitation, reasonable attorneys' fees and court costs) arising from or relating to: (i) this
<br />Agreement; (ii) the malting of the Loan(s); (iii) a claim, demand or cause of action that any
<br />person has or asserts against Developer; (iv) any act or omission of Developer, any
<br />contractor, subcontractor or material supplier, engineer, architect or other person with
<br />respect to the Property; or, (vi) the ownership, occupancy or use of the Property.
<br />Notwithstanding the foregoing, Developer shall not be obligated to indemnify City with
<br />respect to the consequences of any act of gross negligence or willful misconduct of City.
<br />Developer's obligations under this Section shall survive the cancellation of the Inclusionary
<br />Promissory Note, release and reconveyance of the Inclusionary Deed of Trust, issuance of
<br />the Certificate of Completion, and termination of this Agreement.
<br />18.2.1 Notwithstanding the foregoing, neither Developer, nor any of its
<br />partners, shall be personally liable for any indemnification obligation hereunder that would
<br />result as the repayment of principal and/or interest under the Loan.
<br />18.3 Reimbursement of City. Developer shall reimburse City immediately
<br />upon written demand for all costs reasonably incurred by City (including the reasonable
<br />fees and expenses of attorneys, accountants, appraisers and other consultants, whether the
<br />same are independent contractors or employees of City) in connection with the
<br />enforcement of the Loan Documents and all related matters, including all claims, demands,
<br />causes of action, liabilities, losses, commissions and other costs against which City is
<br />indemnified under the Loan Documents. Such reimbursement obligations shall bear
<br />interest from the date occurring twenty (20) days after City gives written demand to
<br />Developer and shall be secured by the Inclusionary Deed of Trust. Such reimbursement
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