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City is not a partner, joint venture, alter -ego, manager, controlling person or other business
<br />associate or participant of any kind of Developer and City does not intend to ever assume
<br />any such status; (ii) City's activities in connection with the City/NSP 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
<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 Indemnitees 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/NSP Loan; (iii) a
<br />claim, demand or cause of action that any person has or asserts against Developer; (iv) any
<br />act or omission of Developer, any contractor, subcontractor or material supplier, engineer,
<br />architect or other person with respect to the Property; or, (vi) the ownership, occupancy or
<br />use of the Property. Notwithstanding the foregoing, Developer shall not be obligated to
<br />indemnify City with respect to the consequences of any act of illegal conduct, gross
<br />negligence or willful misconduct of City. Developer's obligations under this Section shall
<br />survive the cancellation of the City/NSP Loan Note, release and reconveyance of the City
<br />Deed of Trust, issuance of the Certificate of Completion, and termination of this
<br />Agreement.
<br />(a) Notwithstanding the foregoing, neither Developer, nor any of its
<br />partners, shall be personally liable for any indemnification obligation hereunder which
<br />would result as the repayment of principal and/or interest under the City/NSP 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
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<br />The Crossroads at Washington
<br />City NSP Loan Agreement
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