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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 <br />