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a. The parties agree that City neither undertakes nor assumes any
<br />responsibility to review, inspect, supervise, approve or inform Developer of any matter in
<br />connection with the construction of the Project, including matters relating to contractors,
<br />subcontractors and materialmen, or the workmanship of or materials used by any of them, and
<br />Developer shall entirely on its own judgment with respect to such matters and acknowledges that
<br />any review, inspection, supervision, approval or information supplied to Developer by City in
<br />connection with such matters is solely for the protection of City and neither Developer nor any
<br />third party is entitled to rely upon it.
<br />b. The parties agree and acknowledge that City is not a partner, joint
<br />venturer, alter -ego, manager, controlling person or other business associate or participant of any
<br />kind with Developer and that City does not intend to ever assume such status.
<br />C. The parties agree and acknowledge that City's activities in
<br />connection with the Affordable Unit or the Project shall not be "outside the scope of activities of
<br />a lender of money " within the meaning of California Civil Code section 3434, as amended from
<br />time to time, and City does not intend nor shall this Agreement be interpreted to imply that the
<br />City has assumed any responsibility to any person for the quality or safety of the Affordable Unit
<br />or the Project.
<br />d. The parties agree and acknowledge that City shall not be deemed
<br />responsible for, or participant in any acts, omissions or decisions of Developer.
<br />e. The parties agree and acknowledge that City shall not be directly
<br />or indirectly liable or responsible for any loss or injury of any kind to any person or property
<br />arising from any construction on, or occupancy of, the Affordable Unit or the Project, whether
<br />alleged to arise from:
<br />i. any defect is any building, grading, landscaping, or other
<br />onsite or offsite improvements constructed by Developer;
<br />ii, any act or omission of Developer or of any of Developer's
<br />agents, employees, independent contractors, licensees, invitees or volunteers; or any accidents
<br />relating to the Affordable Unit or Project or any fire or other casualty or hazard thereon.
<br />f. Developer agrees to guarantee its work from defects for a period of
<br />at least one (1) year after construction is complete, with a five (5) year guarantee for the roof of
<br />each unit. Developer shall provide the buyer of the Affordable Unit with all of the
<br />manufacturer's warranties and product information. Developer shall also provide the buyer of
<br />the Affordable Unit with a commercially reasonable Homeowner Protection Plan.
<br />g. Developer agrees to and shall indemnify and hold harmless City,
<br />its officers, agents, employees, consultants, special counsel, and representatives from liability:
<br />(1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising
<br />out of claims for personal injury, including health, and claims for property damage, which may
<br />arise from or relating to (i) Developer's obligations of actions undertaken pursuant to this
<br />Agreement; ( ii) a claim, demand or other cause of action that any person has or asserts against
<br />Developer; ( iii) any act or omission of Developer or its contractors, subcontractors, agents,
<br />employees, or other persons acting on their behalf which relates to the Affordable Unit or the
<br />Project; or ( iv) the Developer's initial sale of the Affordable Unit or Project, except to the
<br />extent such matters are caused by the negligence or willful misconduct of City or its officers,
<br />employees, agents, consultants, special counsel or representatives. This indemnity and hold
<br />32A -34
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