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(b) Notwithstanding any other provision of any Loan Document: (i)
<br />the City is not a partner, joint venture, alter -ego, manager, controlling person or other
<br />business associate or participant of any kind of Developer and City does not intend to
<br />ever assume any such status; (ii) City's activities in connection with the Loan shall not be
<br />"outside the scope of the activities of a lender of money" within the meaning of
<br />California Civil Code Section 3434, as modified or recodified from time to time, and City
<br />does not intend to ever assume any responsibility to any person for the quality or safety
<br />of the Property; and (iii) City shall not be deemed responsible for or a participant in any
<br />acts, omissions or decisions of Developer;
<br />(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 from any construction on, or
<br />occupancy or use of, the Property, whether arising from: (i) any defect in any building,
<br />grading, landscaping or other onsite or offsite improvement; (ii) 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 />(d) By accepting or approving anything required to be performed or
<br />given to City under 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 sufficiency or legal effect of the same, and no such acceptance or
<br />approval shall constitute a warranty or representation by City to anyone.
<br />18.2 Indemnity. Developer shall defend (by counsel satisfactory to City), indemnify
<br />and save and hold harmless the Indemnitees from and against all claims, damages,
<br />demands, actions, losses, liabilities, costs and expenses (including, without limitation,
<br />attorneys' fees and court costs) arising from or relating to (i) this Agreement; (ii) the
<br />making 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 omission 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 Promissory Note,
<br />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 Notwithstanding the foregoing, neither Developer, nor any of its partners,
<br />shall be personally liable for any indemnification obligation hereunder
<br />which would result in the repayment of principal and/or interest under the
<br />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
<br />and expenses of attorneys, accountants, appraisers and other consultants, whether the
<br />same are independent contractors or employees of City) in connection with the
<br />enforcement of the Loan Documents and all related matters including all claims,
<br />55C-39
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