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<br />EXHIBIT 3
<br />reconveyance of the City/HOME ARP Deed of Trust, issuance of the Certificate of
<br />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 indemnification obligation hereunder which
<br />would result in the repayment of principal and/or interest under the City/HOME-ARP
<br />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 />and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them,
<br />may become subject to under any statutory law (including federal or state securities laws)
<br />or at common law or otherwise, arising out of or based upon or in any way relating to:
<br />(i) the Loan Documents or the execution or amendment thereof
<br />or in connection with the transactions contemplated thereby;
<br />(ii)Developer’s ownership or operation of the Project or any act
<br />or omission of the Developer or any of its agents, contractors, servants, employees or
<br />licensees in connection with the City/HOME-ARP Loan or the Project, the operation of the
<br />Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct
<br />or management of work done in or about, or from the planning, design, acquisition,
<br />installation, operation or rehabilitation of, the Project or any part thereof;
<br />(iii)any lien or charge upon payments by the Developer to the
<br />City, or any taxes (including, without limitation, all ad valorem taxes and sales taxes),
<br />assessments, impositions and other charges imposed on the City in respect of any portion
<br />of the Project;
<br />(iv)any violation of any applicable environmental law, rule or
<br />regulation with respect to, or the release of any toxic substance from the Project or any part
<br />thereof;
<br />(v)any untrue or misleading statement of a material fact by the
<br />Developer, which Developer knew or should have known to be untrue or misleading, that
<br />is contained in any Loan Document or any of the documents or instruments relating to said
<br />Loan Documents that the City relied upon in making the City/HOME-ARP Loan, except
<br />to the extent such damages are caused by the active negligence or willful misconduct of
<br />such Indemnified Party. In the event that any action or proceeding is brought against any
<br />Indemnified Party with respect to which indemnity may be sought hereunder, the
<br />Developer, upon written notice from the Indemnified Party, shall assume the investigation
<br />and defense thereof, including the employment and payment for counsel selected by the
<br />Indemnified Party, and shall assume the payment of all reasonable expenses related thereto,
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<br />WISEPlace Permanent Supportive Housing
<br />City HOME-ARP Loan Agreement
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