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materialmen, or the workmanship of or materials used by any of them, or (iii) the progress of the
<br />construction; and Vista Del Rio shall rely entirely on its own judgment with respect to such matters
<br />and acknowledges that any review, inspection, supervision, approval or information supplied to Vista
<br />Del Rio by City or Successor Agency in connection with such matters is solely for the protection of
<br />City and Successor Agency 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 />Successor Agency and City are not a partner, joint venture, alter -ego, manager, controlling person or
<br />other business associate or participant of any kind with Vista Del Rio and City does not intend to
<br />ever assume any such status; (ii) City's and Successor Agency's activities in connection with the
<br />Loans shall not be "outside the scope of the activities of a lender of money" within the meaning of
<br />California Civil Code Section 3434, as modified or recodified from time to time, and neither City nor
<br />Successor Agency intends to ever assume any responsibility to any person for the quality or safety of
<br />the Property or Project; and (iii) neither City nor Successor Agency shall be deemed responsible for
<br />or a participant in any acts, omissions or decisions of Vista Del Rio;
<br />(c) Neither City nor Successor Agency shall be directly or indirectly liable or
<br />responsible for any loss or injury of any kind to any person or property resulting from any
<br />construction on, or occupancy or use of, the Property or Project, whether arising from: (i) any defect
<br />in any building, grading, landscaping or other onsite or offsite improvement; (ii) any act or omission
<br />of Vista Del Rio or any of Vista Del Rio's agents, employees, independent contractors, licensees or
<br />invitees; or (iii) any accident on the Property or Project or any fire or other casualty or hazard
<br />thereon; and
<br />(d) By accepting or approving anything required to be performed or given to City
<br />or Successor Agency under the Loan Documents, including any certificate, financial statement,
<br />survey, appraisal or insurance policy, neither City nor Successor Agency shall be deemed to have
<br />warranted or represented the sufficiency or legal effect of the same, and no such acceptance or
<br />approval shall constitute a warranty or representation by City or Successor Agency to anyone.
<br />18.2 Indemnity. Vista Del Rio shall defend (by counsel satisfactory to City), indemnify
<br />and save and hold harmless the Indemnitees from and against all claims, damages, demands, actions,
<br />losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and
<br />court costs) arising from or relating to (i) this Agreement; (ii) the making of the Loans; (iii) a claim,
<br />demand or cause of action that any person has or asserts against Vista Del Rio; (iv) any act or
<br />omission of Vista Del Rio, any contractor, subcontractor or material supplier, engineer, architect or
<br />other person with respect to the Property or Project; or (vi) the ownership, occupancy or use of the
<br />Property or Project. Notwithstanding the foregoing, Vista Del Rio shall not be obligated to
<br />indemnify City or Successor Agency with respect to the consequences of any act of gross negligence
<br />or willful misconduct of City or Successor Agency or any breach by the City or Successor Agency of
<br />any Loan Document. Vista Del Rio's obligations under this Section shall survive the cancellation of
<br />the Notes, release and reconveyance of the Deeds of Trust, issuance of the Release of Construction
<br />Covenants, and termination of this Agreement.
<br />18.2.1 Notwithstanding the foregoing, neither Vista Del Rio, nor any of its partners,
<br />shall be personally liable for any indemnification obligation hereunder which would result as the
<br />repayment of principal and /or interest under the Loans.
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