any such status; (ii) City's activities in connection with the City/Inclusionary Housing
<br />Program Loan shall not be "outside the scope of the activities of a lender of money" within
<br />the meaning of California Civil Code Section 3434, as modified or recodified from time to
<br />time, and City does not intend to ever assume any responsibility to any person for the
<br />quality or safety of the Property; and, (iii) City shall not be deemed responsible for or a
<br />participant in any acts, 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
<br />thereon; 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
<br />to City), indemnify and save and hold harmless the hidemnitees from and against all
<br />claims, damages, demands, actions, losses, liabilities, costs and expenses (including,
<br />without limitation, reasonable attorneys' fees and court costs) arising from or relating to:
<br />(i) a breach of this Agreement by Developer; (ii) the making of the City/Inclusionary
<br />Housing Program Loan; (iii) a claim, demand or cause of action that any person has or
<br />asserts against Developer; (iv) any act or omission of Developer, any contractor,
<br />subcontractor or material supplier, engineer, architect or other person with respect to the
<br />Property; or, (vi) the ownership, occupancy or use of the Property. Notwithstanding the
<br />foregoing, Developer shall not be obligated to indemnify City with respect to the
<br />consequences of any act of illegal conduct, gross negligence or willful misconduct of City.
<br />Developer's obligations under this Section shall survive the cancellation of the
<br />City/Inclusionary Housing Program Loan Note, release and reconveyance of the City Deed
<br />of Trust, issuance of the Certificate of Completion, and termination of this Agreement.
<br />(a) Notwithstanding the foregoing, neither Developer, nor any of its
<br />partners, shall be personally liable for any indenuiification obligation hereunder which
<br />would result as the repayment of principal and/or interest under the City/Inclusionary
<br />Housing Program Loan.
<br />(b) To the fullest extent permitted by law, the Developer agrees to
<br />indemnify, hold harmless and defend the City and its elected officials, officers, governing
<br />members, employees, attorneys and agents (collectively, the "Indemnified Parties"), from
<br />and against any and all losses, damages, claims, actions, liabilities, reasonable costs and
<br />expenses of any and every conceivable nature, kind or character (including, without
<br />limitation, reasonable attorneys' fees, litigation and court costs, amounts paid in settlement
<br />klE
<br />Westview House
<br />City Inclusionary Housing Progiam Loan Agreement
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