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subcontractors and materialmen, or the workmanship of or materials used by any of them,
<br />or (iii) the progress of the rehabilitation; and Developer shall rely entirely on its own
<br />judgment with respect to such matters and acknowledges that any review, inspection,
<br />supervision, approval or information supplied to Developer by City in connection with
<br />such matters is solely for the protection of City and that neither Developer nor any third
<br />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
<br />ever assume any such status; (ii) City's activities in connection with the Loan(s) shall not
<br />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 City
<br />does not intend to ever assume any responsibility to any person for the quality or safety
<br />of the Property; and (iii) City shall not be deemed responsible for or a participant in any
<br />acts, 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
<br />or invitees; or (iii) any accident on the Property or any fire or other casualty or hazard
<br />thereon; 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
<br />approval shall constitute a warranty or representation by City to anyone.
<br />18.2 Indemnity. Developer shall defend (by counsel satisfactory to City),
<br />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, attorneys' fees and court costs) arising from or relating to (i) this Agreement;
<br />(ii) the making of the Loan(s); (iii) a claim, demand or cause of action that any person has
<br />or asserts against Developer; (iv) any act or omission of Developer, any contractor,
<br />subcontractor or material supplier, engineer, architect or other person with respect to the
<br />Property; or (vi) the ownership, occupancy or use of the Property. Notwithstanding the
<br />foregoing, Developer shall not be obligated to indemnify City with respect to the
<br />consequences of any act of illegal conduct, gross negligence or willful misconduct of
<br />City. Developer's obligations under this Section shall survive the cancellation of the
<br />City/HOME Loan Note, release and reconveyance of the City ,Deed of Trust, issuance of
<br />the Certificate of Completion, and termination of this Agreement.
<br />18.2.1 Nothwithstanding the foregoing, neither Developer, nor any of its partners,
<br />shall be personally liable for any indemnification obligation hereunder
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