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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 approval
<br />shall constitute a warranty or representation by City to anyone.
<br />18.2. Indemnity. Developer shall defend (by counsel reasonably satisfactory
<br />to City), indemnify and save and hold harmless the Indemnitees from and against all
<br />claims, damages, demands, actions, losses, liabilities, costs and expenses (including,
<br />without limitation, reasonable attorneys' fees and court costs) arising from or relating to:
<br />(i) a breach of this Agreement by Developer; (ii) the making of the City/HOME-ARP Loan;
<br />(iii) a claim, demand or cause of action that any person has or asserts against Developer;
<br />(iv) any act or omission of Developer, any contractor, subcontractor or material supplier,
<br />engineer, architect or other person with respect to the Property; or, (v) 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 illegal conduct,
<br />gross negligence or willful misconduct of City. Developer's obligations under this Section
<br />shall survive the cancellation of the City/HOME-ARP Loan Note, release and
<br />reconveyance of the City/HOME ARP Deed of Trust, issuance of the Certificate of
<br />Completion, and termination of this Agreement.
<br />(a) Notwithstanding the foregoing, neither Developer, nor any of its
<br />partners, shall be personally liable for any indemnification obligation hereunder which
<br />would result in the repayment of principal and/or interest under the City/HOME-ARP
<br />Loan.
<br />(b) To the fullest extent permitted by law, the Developer agrees to
<br />indemnify, hold harmless and defend the City and its elected officials, officers, governing
<br />members, employees, attorneys and agents (collectively, the "Indemnified Parties"), from
<br />and against any and all losses, damages, claims, actions, liabilities, reasonable costs and
<br />expenses of any and every conceivable nature, kind or character (including, without
<br />limitation, reasonable attorneys' fees, litigation and court costs, amounts paid in settlement
<br />and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them,
<br />may become subject to under any statutory law (including federal or state securities laws)
<br />or at common law or otherwise, arising out of or based upon or in any way relating to:
<br />(i) the Loan Documents or the execution or amendment thereof
<br />or in connection with the transactions contemplated thereby;
<br />(ii) Developer's ownership or operation of the Project or any act
<br />or omission of the Developer or any of its agents, contractors, servants, employees or
<br />licensees in connection with the City/HOME-ARP Loan or the Project, the operation of the
<br />Project, or the condition, environmental or otherwise, occupancy, use, possession, conduct
<br />or management of work done in or about, or from the planning, design, acquisition,
<br />installation, operation or rehabilitation of, the Project or any part thereof;
<br />(iii) any lien or charge upon payments by the Developer to the
<br />City, or any taxes (including, without limitation, all ad valorem taxes and sales taxes),
<br />assessments, impositions and other charges imposed on the City in respect of any portion
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<br />WISEPlace Permanent Supportive Housing
<br />City HOME -ARP Loan Agreement
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