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(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 fronn any construction on, or
<br />occupancy or use of (lie Property, whether arising from: (i) any deFect in any building;
<br />grading, landscaping or other onsite or offsite improvernont; (rf) any act or omission of
<br />Developer or any of Developer's agents, employees, independent contractors, licensees
<br />or invitees; or (iii) any accident on the Property or any fire, or other casualty or hazard
<br />thereon; and
<br />(ci) By accepting or approving anythnlg required to be performed or
<br />given to City tinder 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 suf1!Qietacy or legal, effect of the saute, runt no such acceptance or
<br />approval shall constitute a warranty or representation by City to anyone.
<br />16.2 Indemnity. Developer agrees to defend (by counsel satisfactory to City),
<br />indemnify and held harmless the City and its respective officers, directors, employees
<br />and agents (collectively the "Indcannitees ") from and against all claims, damages,
<br />demands, actions, losses, liabilities, costs and expenses (including, without imitation,
<br />attorneys' fees and court costs) arising from or relating to- (i) this Agreement; (ii) the
<br />freaking; of the Loan(s); (iii,) a claim; demand or cause of action that any person has or
<br />asserts against Developer; (iv) any act or ornissio n 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 gross negligence or willful misconduct of City. Developer's
<br />obligations under this Section shall survive the cancellation of the City Loan Note,
<br />release and reconveyance of the City Deed of Trust, issuance of the Certificate of
<br />Completiou, and termination of this Agreement,
<br />16.2.1 Nothwithstandirng the foregoing, neither Developer, nor any of its
<br />partner, shall be personalty liable for any ludemnifrcatioi obligation
<br />hereunder which would result as the repayment of principal and/or interest
<br />under the Loan.
<br />16.3 Reimbursenient of City. Developer shrill reimburse City immediately,
<br />upon written demand for all costs reasonably incurred by City_ (including the reasonable
<br />fees and expenses of attorneys, accountants, appraisers and other consultants, whether the
<br />same are independent contracto." or employees of City) in connection with the
<br />enforcement of the Loan Documents and all related matters including ail claims,
<br />demands, causes o €' action, liabilities; losses, commissions and other costs against which
<br />City is indennnified runner the Loan Document,,,. Suclrreimbursement obligations shall
<br />bear interest from the date occurring twenty "(20) days after City gives written demand to
<br />Developer and shall be scoured by the City Deed of Trust. Such rein-ibursement
<br />obligations shall Survive the cancellation of the Loran Mote, release and reconveyancc of
<br />the city Deed of Trust; issuance of a Certificate of Completion; and termination of this
<br />Agreement
<br />17. INSURANCE, CASUALTY AND CONDEMNATION
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<br />25B -37
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