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(b) Notwithstanding any other provision of any Loan Document: (i) the City
<br />is not a partner, joint venture, alter -ego, manager, controlling person or other business associate
<br />or participant of any kind of Developer and City does not intend to ever assume any such status;
<br />(ii) City's activities in connection with the Loan shall not be "outside the scope of the activities
<br />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 of[site 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 sarne, 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 reasonably satisfactory to City),
<br />indemnify and save and hold harmless the Indemnitees from and against all claims, damages,
<br />demands, actions, losses, liabilities, costs and expenses (including, without limitation, reasonable
<br />attorneys' fees and court costs) arising from or relating to (i) this Agreement; (ii) the making of
<br />the Loan(s); (iii) a claim, demand or cause of action that any person has or asserts against
<br />Developer; (iv) any act or omission of Developer, any contractor, subcontractor or material
<br />supplier, engineer, architect or other person with respect to the Property; or (vi) the ownership,
<br />occupancy or use of the Property. Notwithstanding the foregoing, Developer shall not be
<br />obligated to indemnify City with respect to the consequences of any act of gross negligence or
<br />willful misconduct of City. Developer's obligations under this Section shall survive the
<br />cancellation of the City Promissory Note, release and reconveyance of the City Deed of Trust,
<br />issuance of the Certificate of Completion, and termination of this Agreement.
<br />18.2.1 Notwithstanding the foregoing, neither Developer, nor any of its partners,
<br />shall be personally liable for any indemnification obligation hereunder which would result as the
<br />repayment of principal and/or interest under the Loan.
<br />18.3 Reimbursement of City. Developer shall reimburse City immediately upon
<br />written demand for all costs reasonably incurred by City (including the reasonable fees and
<br />expenses of attorneys, accountants, appraisers and other consultants, whether the same are
<br />independent contractors or employees of City) in connection with the enforcement of the Loan
<br />Documents and all related matters including all claims, demands, causes of action, liabilities,
<br />losses, commissions and other costs against which City is indemnified under the Loan
<br />Documents. Such reimbursement obligations shall bear interest from the date occurring twenty
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<br />80A-37
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