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Completion is not "notice of completion" referred to in Section 3093 of the California Civil
<br />Code.
<br />18. INDEMNIEICATION
<br />18.1 Nonliability of City. Developer acknowledges and agrees that:
<br />(a) The relationship between Developer and the City is and shall
<br />remain solely that of Developer and lender. City neither undertakes nor assumes any
<br />responsibility to review, inspect, supervise, approve (other than for aesthetics) or inform
<br />Developer of any matter in connection with the construction, including matters relating to:
<br />(i) the performance of the construction work; (ii) architects, contractors, subcontractors and
<br />materialmen, or the workmanship of or materials used by any of them; or, (iii) the progress
<br />of the construction; and Developer shall rely entirely on its own judgment with respect to
<br />such matters and acknowledges that any review, inspection, supervision, approval or
<br />information supplied to Developer by City in connection with such matters is solely for the
<br />protection of City, and that neither Developer nor any third party is entitled to rely on it;
<br />(b) Notwithstanding any other provision of any Loan Document: (i)
<br />the City is not a partner, joint venture, alter -ego, manager, controlling person or other
<br />business associate or participant of any kind of Developer, and City does not intend to ever
<br />assume any such status; (ii) City's activities in connection with the Loan shall not be
<br />"outside the scope of the activities of a lender of money" within the meaning of California
<br />Civil Code Section 3434, as modified or recodified from time to time, and City does not
<br />intend to ever assume any responsibility to any person for the quality or safety of the
<br />Property; and, (iii) City shall not be deemed responsible for or a participant in any acts,
<br />omissions or decisions of Developer;
<br />(c) City shall not be directly or indirectly liable or responsible for any
<br />loss or injury of any kind to any person or property resulting from any construction on, or
<br />occupancy or use of, the Property, whether arising from: (i) any defect in any building,
<br />grading, landscaping or other onsite or offsite improvement; (ii) any act or omission of
<br />Developer or any of Developer's agents, employees, independent contractors, licensees or
<br />invitees; or (iii) any accident on the Property or any fire or other casualty or hazard thereon;
<br />and,
<br />(d) By accepting or approving anything required to be performed or
<br />given to City under the Loan Documents, including any certificate, financial statement,
<br />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 to
<br />City), indemnify and save and hold harmless the Indemnitees from and against all claims,
<br />damages, demands, actions, losses, liabilities, costs and expenses (including, without
<br />limitation, reasonable attorneys' fees and court costs) arising from or relating to: (i) this
<br />Agreement; (ii) the making of the Loan(s); (iii) a claim, demand or cause of action that any
<br />person has or asserts against Developer; (iv) any act or omission of Developer, any
<br />55A-46
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