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EXHIBIT 2
<br /> (a) The relationship between Grantee and the City is and shall remain solely
<br /> that of Grantee and grantor. City neither undertakes not assumes any responsibility to review,
<br /> inspect, supervise, approve (other than for aesthetics) or inform Grantee of any matter in
<br /> connection with any development, construction and rehabilitation,including matters relating to:
<br /> (i)the performance of the construction work; (ii) architects, contractors, subcontractors and
<br /> matcrialmen, or the workmanship of or materials used by any of them; or, (iii)the progress of
<br /> the construction; and Grantee shall rely entirely on its own judgment with respect to such
<br /> matters and acknowledges that any review,inspection.,supervision,approval or information
<br /> supplied to Grantee by City in connection with such matters is solely far the protection of City,
<br /> and that neither Grantee nor any third party is entitled to rely on it;
<br /> (b) Notwithstanding any other provision of this Agreement: (i)the City is not
<br /> a parhier,joint venture, alter-ego,manager, controlling person or other business associate or i
<br /> participant of any kind of Grantee,and City does not intend to ever assume any such status; (ii)
<br /> City's activities in connection with the Grant shall not be "outside the scope of the activities of a
<br /> 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 /> person for the quality or safety of the Property; and,(iii)City shall not be deemed responsible for
<br /> or a participant in any acts,omissions or decisions of Grantee;
<br /> (c) City shall not be directly or indirectly liable or responsible for any loss or
<br /> injury of any kind to any person or property resulting from any construction on, or occupancy or
<br /> use of,the Property, whether arising from: (1) any defect in any building, grading,landscaping or
<br /> other onsite-or offsite.improvement;(ii)any act or omission of Grantee or any of Grantee's agents,
<br /> employees,independent contractors,licensees or invitees; or(iii) any accident on the Property or
<br /> any fire or other casualty or hazard thereon, acid,
<br /> (d) 13y accepting or approving anything required to be performed or given to
<br /> City under this Agreement, including any certificate, financial statement, survey, appraisal or
<br /> insurance policy, City shall not be deemed to have warranted or represented,the suflicienoy or
<br /> legal effect of the same, and no such acceptance or approval shall constitute a warranty or
<br /> representation by City to anyone.
<br /> 13.2 lrrdemni .
<br /> (a) Grantee shall defend(by counsel reasonably satisfactory to City),
<br /> indemnify and save and hold harmless the%demnitees from and against all claims, damages,
<br /> demands, actions,losses, liabilities, costs and expenses (including, withaut limitation,
<br /> reasonable attorneys'fees and court costs) arising from or relating to: (i)this Agreement; (ii)the
<br /> making of the Grant(s); (iii) a claim, demand or cause of action that any person has or asserts
<br /> against Grantee; (iv)any act or omission,of Grantee, any contractor, subcontractor or material
<br /> supplier, engineer, architect or other person with respect to the Property. Grantee's obligation
<br /> to defend,indemnify, and hold Indemnitees harmless applies to all claims for damages,just
<br /> compensation,restitution,judicial or equitable relief suffered, or alleged to have been suffered,
<br /> by reason of the events referred to in this Section or by reason of the terms of, or effects,rising
<br /> from this Agreement. City may make all reasonable decisions with respect to its representation
<br /> in any legal proceeding. Grantee's obligations under this Section shall survive the issuance of I
<br /> the Certificate of Completion,and termination of this Agreement. Notwithstanding the
<br /> i
<br /> City Council 16-- 31 5/19/2026
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