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supplied to Vista Del Rio by City in connection with such matters is solely for the protection of
<br />City and that neither Vista Del Rio nor any third party is entitled to rely on it;
<br />(b) Notwithstanding any other provision of any Loan Document: (i) the
<br />Agency and City are not a partner, joint venture, alter-ego, manager, controlling person or other
<br />business associate or participant of any kind of Vista Del Rio and City does not intend to ever
<br />assume any such status; (ii) City's activities in connection with the Loan(s) shall not be "outside
<br />the scope of the activities of a lender of money" within the meaning of California Civil Code
<br />Section 3434, as modified or recodified from time to time, and City does not intend to ever
<br />assume any responsibility to any person for the quality or safety of the Property; and (iii) City
<br />shall not be deemed responsible for or a participant in any acts, omissions or decisions of Vista
<br />Del Rio;
<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 Vista Del Rio or any of Vista Del
<br />Rio's agents, employees, independent contractors, licensees or invitees; or (iii) any accident on
<br />the 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. Vista Del Rio shall defend (by counsel 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 Vista
<br />Del Rio; (iv) any act or omission of Vista Del Rio, 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, Vista Del Rio 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. Vista Del Rio's obligations under this Section shall survive the
<br />cancellation of the City Loan Note(s), release and reconveyance of the City Deed(s) of Trust,
<br />issuance of the Certificate of Completion, and termination of this Agreement.
<br />18.2.1 Notwithstanding the foregoing, neither Vista Del Rio, 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(s).
<br />18.3 Reimbursement of City. In the event of Default, Vista Del Rio shall reimburse
<br />City immediately upon written demand for all costs reasonably incurred by City (including the
<br />reasonable fees and expenses of attorneys, accountants, appraisers and other consultants, whether
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<br />80A-109
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