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30 <br />Westview House <br />City HOME Loan Agreement <br />City of any representation, warranty or covenant contained in this Agreement. At the <br />request of Developer, the City shall cooperate with and assist Developer in its defense of <br />any such claim, action, suit, proceeding, loss, cost, damage, City liability, deficiency, fine, <br />penalty, punitive damage, or expense; provided that City shall not be obligated to incur any <br />expense in connection with such cooperation or assistance. <br />(g) Release. Developer, on behalf of itself and its affiliates, and any and <br />all successors and assigns hereby fully and finally releases the Indemnitees from any and <br />all manner of actions, causes of action, suits, obligations, liabilities, judgments, executions, <br />debts, claims and demands of every kind and nature whatsoever, known and unknown, <br />which Developer and any of its affiliates, successors or assigns may now have or hereafter <br />obtain against the Indemnitees by reason of, arising out of, relating to, or resulting from in <br />full or in part, the election of Developer to proceed with the Project pursuant to this <br />Agreement except to the extent arising out of the gross negligence or willful misconduct <br />of any of the Indemnitees or a breach by the City of any representation, warranty or <br />covenant contained in this Agreement (collectively, “Claims”), which release shall include <br />but not be limited to any Claims for Relocation assistance or benefits under federal, state, <br />local, or any other applicable laws or Governmental Requirements, except to the extent <br />arising out of the gross negligence or willful misconduct of any of the Indemnitees or a <br />breach by the City of any representation, warranty or covenant contained in this <br />Agreement. The parties agree that, with respect to the release of Claims as set forth above, <br />all rights under Section 1542 of the California Civil Code and any similar law of any state <br />or territory of the United States are expressly waived. Section 1542 reads as follows: <br />“A general release does not extend to claims that the creditor or releasing party <br />does not know or suspect to exist in his or her favor at the time of executing the <br />release and that, if known by him or her, would have materially affected his or her <br />settlement with the debtor or released party.” <br /> <br />11.13. Other Program Requirements. Developer shall carry out each activity in <br />compliance with all federal laws and regulations described in subpart H of 24 CFR 92, <br />except that Developer does not assume City's responsibilities for environmental review in <br />24 CFR 92.352 or the intergovernmental review process in 24 CFR 92.359. <br />11.14. Request for Disbursements of Funds. Notwithstanding anything <br />contained in this Agreement to the contrary, Developer may not request disbursements of <br />funds under this Agreement until the funds are needed for payment of eligible costs (such <br />funds shall be used solely towards the acquisition and construction of the Property). The <br />amount of each request shall be limited to the amount needed. <br />11.15. Eligible Costs. Developer shall use HOME Funds to pay costs defined as <br />"eligible costs" pursuant to 24 CFR 92.206. <br />11.16. Records and Reports. Developer shall maintain and from time to time <br />submit to City such records, reports and information as the Executive Director may <br />reasonably require in order to permit City to meet the record keeping and reporting <br />requirements required of it pursuant to 24 CFR 92.508. <br />EXHIBIT 3