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provided for in the Partnership Agreement; (iii) Any Transfer of the Limited Partner's under and <br />in accordance with the Partnership Agreement; and (iv) any sale, transfer or other disposition of <br />an interest in a limited partner of Developer. <br />17. CERTIFICATE OF COMPLETION <br />Upon satisfactory completion of the construction and upon the request of Developer, or at <br />its own election, the City of Santa Ana shall issue a Certificate of Completion. Such Certificate <br />of Completion shall be, and shall so state, conclusive determination of satisfactory completion of <br />the Construction. <br />If City declines to furnish a Certificate of Completion after written request from <br />Developer, the Executive Director shall, within thirty (30) days after receipt of the request, <br />provide Developer with a written statement of the reasons therefore. The statement shall contain <br />a description of the action Developer must take to obtain a Certificate of Completion. If the <br />reason therefore is that the Developer has not completed a minor portion of the construction, City <br />may, in its sole and absolute discretion, issue the Certificate of Completion upon the posting with <br />City of a bond or other form of security acceptable to the Executive Director in the amount of the <br />estimated fair value of the uncompleted work. <br />A Certificate of Completion is not evidence of compliance with or satisfaction of the <br />Loan Documents or any obligation of Developer to any other party whatsoever, including any <br />holder of a mortgage or deed of trust. A Certificate of Completion is not "notice of completion" <br />referred to in Section 3093 of the California Civil Code. <br />18. INDEMNIFICATION <br />18.1 Nonliability of City. Developer acknowledges and agrees that: <br />(a) The relationship between Developer and the City is and shall remain <br />solely that of Developer and lender, City neither undertakes nor assumes any responsibility to <br />review, inspect, supervise, approve (other than for aesthetics) or inform Developer of any matter <br />in connection with the construction, including matters relating to: (i) the performance of the <br />construction work, (ii) architects, contractors, subcontractors and materialmen, or the <br />workmanship of or materials used by any of them, or (iii) the progress of the construction; and <br />Developer shall rely entirely on its own judgment with respect to such matters and acknowledges <br />that any review, inspection, supervision, approval or information supplied to Developer by City <br />in connection with such matters is solely for the protection of City and that neither Developer nor <br />any third party is entitled to rely on it; <br />(b) Notwithstanding any other provision of any Loan Document: (i) the City <br />is not a partner, joint venture, alter -ego, manager, controlling person or other business associate <br />or participant of any kind of Developer and City does not intend to ever assume any such status; <br />(ii) City's activities in connection with the Loan shall not be "outside the scope of the activities <br />of a lender of money" within the meaning of California Civil Code Section 3434, as modified or <br />recodified from time to time, and City does not intend to ever assume any responsibility to any <br />