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Section 16. Indemnification. Borrower agrees to accept all responsibility for loss,
<br />damage or injury to any person or entity, and to the greatest extent permitted by law, Borrower
<br />shall indemnify, defend (with counsel approved by the Lender) and hold the Lender and its elected
<br />and appointed officers, officials, employees, agents, consultants, contractors and representatives
<br />(collectively, the "Indemnitees") harmless from and against all liability, loss, cost, expense
<br />(including without limitation attorneys' fees and costs of litigation), claim, demand, action, suit,
<br />judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the
<br />foregoing collectively "Claims") arising directly or indirectly, in whole or in part, as a result of or
<br />in connection with this Agreement, the Scope of Work, or any failure to perform any obligation as
<br />and when required by the Loan Documents. Borrower's indemnification obligations set forth in
<br />this Section: (i) shall survive the expiration or earlier termination of this Agreement; and (ii) shall
<br />not extend to Claims to the extent arising from the gross negligence or willful misconduct of the
<br />Indemnitees. The Lender does not and shall not waive any rights against Borrower that it may
<br />have by reason of any indemnity and hold harmless provision set forth in this Agreement because
<br />of the acceptance by the Lender, or the deposit with the Lender by Borrower, of any of the
<br />insurance policies described in the Loan Documents.
<br />Section 17. Conflict of Interest.
<br />(a) Except for approved eligible administrative or personnel costs, no person described
<br />in Section 17(b) below who exercises or has exercised any functions or responsibilities
<br />with respect to the activities funded pursuant to this Agreement or who is in a position to
<br />participate in a decision-making process or gain inside information with regard to such
<br />activities, may obtain a personal or financial interest or benefit from the activities, or have
<br />any interest in any contract, subcontract or agreement with respect to such activities, or the
<br />proceeds under the contract, either for themselves or those with whom they have family or
<br />business ties, during, or at any time after, such person's tenure. The Borrower shall exercise
<br />due diligence to ensure that the prohibition in this Section 17(a) is followed.
<br />(b) The conflict of interest provisions of Section 17(a) above apply to any person who
<br />is an employee, agent, consultant, or officer of the Lender, or any immediate family
<br />member of such person, or any elected or appointed official of the Lender.
<br />Section 18. General Provisions.
<br />(a) Titles. The titles and article or section headings are inserted only for convenience
<br />and are in no way to be construed as a part of this Agreement or as a limitation on the scope
<br />of the particular provisions to which they refer.
<br />(b) Severability. If any term of this Agreement (including any phrase, provision,
<br />covenant, or condition) is held by a court of competent jurisdiction to be invalid, void, or
<br />unenforceable, the remainder of the provisions will continue in full force and effect unless
<br />the rights and obligations of the Parties have been materially altered or abridged by such
<br />invalidation, voiding or unenforceability,
<br />REV: 10-02-25 LF
<br />ATTY/AGR.2025.255/Habitat for Humanity (142 Center (Moreno) CDBG Loan Agreement) (Page 9 of 21)
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