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c) City's right to audit shall extend for a period of three (3) years following the date of
<br />City's provision of the Loan to Borrower. Borrower agrees to retain all records and documentation
<br />relating to the Borrower's expenditure of the Loan for such period.
<br />Section 6. Event of Default. The occurrence of any of the following shall be deemed
<br />to be a default hereunder (each an "Event of Default"):
<br />a) failure by Borrower to pay any monetary amount when due under the Note or any
<br />other Loan Document;
<br />b) any other default or breach of any of the terms, provisions, and obligations of the
<br />Borrower or any guarantor pursuant to any Loan Document, and such default or breach is not cured
<br />by Borrower and/or any guarantor within thirty (30) days from the receipt of written notice thereof
<br />from Lender.
<br />Section 7. Remedies. Notwithstanding any provision to the contrary herein or any of
<br />the other Loan Documents, during a continuance of any Event of Default under this Agreement or
<br />any of the other Loan Documents, then Lender shall, at its option, have the remedies provided in
<br />the Loan Document breached by Borrower, including, without limitation, the option to declare all
<br />outstanding indebtedness to be immediately due and payable without presentment, demand, protest
<br />or notice of any kind, and Lender may exercise all rights and remedies available to it under any or
<br />all of the Loan Documents or under applicable law.
<br />Section 8. Indemnification. To the fullest extent permitted by law, Borrower shall
<br />indemnify, defend, and hold harmless City, and its elected and appointed officials, officers,
<br />employees and agents, (collectively, the "Indemnified Parties") from and against any and all claims
<br />(including, without limitation, claims for bodily injury, death or damage to property), demands,
<br />obligations, damages, actions, causes of action, suits, losses, judgements, fines, penalties,
<br />liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and
<br />court costs) of every kind and nature whatsoever (individually, a "Claim;" collectively, "Claims"),
<br />which may arise from or in any manner relate (directly or indirectly) to this Agreement and
<br />Borrower's undertaking of the Improvement Work (including the negligent and/or willful acts,
<br />error and/or omission of Borrower, i.ts principals, officers, agents, employees, vendors, suppliers,
<br />consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose
<br />acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall
<br />be construed to require Borrower to indemnify the Indemnified Parties from any Claim arising
<br />from the sole negligence or willful misconduct of the Indemnified Parties. This indemnity shall.
<br />apply to all claims and liability regardless of whether any insurance policies are applicable. The
<br />policy limits do not act as a limitation upon the amotmt of indemnification to be provided by
<br />Borrower.
<br />Section 9. Borrower Independence. In the performance of this Agreement,
<br />Borrower, and the employees and agents of Borrower, shall act in an independent capacity and are
<br />not officers, employees, or agents of City. The manner and means of performing the Improvement
<br />Work are under the control of Borrower, except to the extent they are limited by statute, rule, or
<br />regulation. Nothing in this Agreement shall be deemed to constitute approval for Borrower, or any
<br />of Borrower's employees or agents, to be the employees or agents of City. City shall not be liable
<br />to any contractor, subcontractor, supplier, laborer, architect, engineer, or any other party for
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<br />I:\emo\Agreements\Museum of Redlands Loan Agreement FY23-0048.docx-ms
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