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of a lender of money" within the meaning of California Civil Code Section 3434, as modified or
<br />recodified from time to time, and City does not intend to ever assume any responsibility to any
<br />person for the quality or safety of the Property; and (iii) City shall not be deemed responsible for
<br />or a participant in any acts, omissions or decisions of Developer;
<br />(c) City shall not be directly or indirectly liable or responsible for any loss or
<br />injury of any kind to any person or property resulting from any construction on, or occupancy or
<br />use of, the Property, whether arising from: (i) any defect in any building, grading, landscaping or
<br />other onsite or offsite improvement; (ii) any act or omission of Developer or any of Developer's
<br />agents, employees, independent contractors, licensees or invitees; or (iii) any accident on the
<br />Property or any fire or other casualty or hazard thereon; and
<br />(d) By accepting or approving anything required to be performed or given
<br />to City under the Loan Documents, including any certificate, financial statement, survey,
<br />appraisal or insurance policy, City shall not be deemed to have warranted or represented the
<br />sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a
<br />warranty or representation by City to anyone.
<br />18.2 Indemnity. Developer shall defend (by counsel satisfactory to City), indemnify and save
<br />and hold harmless the Indemnitees from and against all claims, damages, demands, actions,
<br />losses, liabilities, costs and expenses (including, without limitation, attorneys' fees and court
<br />costs) arising from or relating to (i) this Agreement; (ii) the making of the Loan(s); (iii) a claim,
<br />demand or cause of action that any person has or asserts against Developer; (iv) any act or
<br />omission of Developer, any contractor, subcontractor or material supplier, engineer, architect or
<br />other person with respect to the Property; or (vi) the ownership, occupancy or use of the
<br />Property. Notwithstanding the foregoing, Developer shall not be obligated to indemnify City
<br />with respect to the consequences of any act of gross negligence or willful misconduct of City.
<br />Developer's obligations under this Section shall survive the cancellation of the City Promissory
<br />Note, release and reconveyance of the City Deed of Trust, issuance of the Certificate of
<br />Completion, and termination of this Agreement.
<br />18.2.1 Nothwithstanding the foregoing, neither Developer, nor any of its partners, shall
<br />be personally liable for any indemnification obligation hereunder which would
<br />result as the repayment of principal and/or interest under the Loan.
<br />18.3 Reimbursement of City. Developer shall reimburse City immediately upon written
<br />demand for all costs reasonably incurred by City (including the reasonable fees and expenses of
<br />attorneys, accountants, appraisers and other consultants, whether the same are independent
<br />contractors or employees of City) in connection with the enforcement of the Loan Documents
<br />and all related matters including all claims, demands, causes of action, liabilities, losses,
<br />commissions and other costs against which City is indemnified under the Loan Documents. Such
<br />reimbursement obligations shall bear interest from the date occurring twenty (20) days after City
<br />gives written demand to Developer and shall be secured by the City Deed of Trust. Such
<br />reimbursement obligations shall survive the cancellation of the Loan Note, release and
<br />reconveyance of the City Deed of Trust, issuance of a Certificate of Completion, and termination
<br />of this Agreement
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