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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 offsite 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 same, and no such acceptance or approval shall constitute a
<br />warranty or representation by City to anyone.
<br />18.2 Indemnitv. Developer shall defend (by counsel satisfactory to City), indemnify
<br />and save and hold harmless the Indemnitees from and against all claims, damages, demands,
<br />actions, losses, liabilities, costs and expenses (including, without limitation, attorneys' fees and
<br />court costs) arising from or relating to (i) this Agreement; (ii) the making of the Loan(s); (iii) a
<br />claim, demand or cause of action that any person has or asserts against Developer; (iv) any act or
<br />omission of Developer, any contractor, subcontractor or material supplier, engineer, architect or
<br />other person with respect to the Property; or (vi) the ownership, occupancy or use of the
<br />Property. Notwithstanding the foregoing, Developer shall not be obligated to indemnify City
<br />with respect to the consequences of any act of gross negligence or willful misconduct of City.
<br />Developer's obligations under this Section shall survive the cancellation of the HOME
<br />Promissory Note, release and reconveyance of the HOME Deed of Trust, issuance of the
<br />Certificate of Completion, and tern7ination of this Agreement.
<br />18.2.1.1 Notwithstanding the foregoing, neither Developer, nor any of its
<br />partners, shall be personally liable for any indemnification obligation
<br />hereunder which would result as the repayment of principal and/or interest
<br />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
<br />(20) days after City gives written demand to Developer and shall be secured by the HOME
<br />Deed(s) of Trust. Such reimbursement obligations shall survive the cancellation of the Loan
<br />Promissory Note, release and reconveyance of the HOME Deed of Trust, issuance of a
<br />Certificate of Completion, and termination of this Agreement.
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