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EXHIBIT 2
<br /> (55) years ("Total Affordability 'Perm"), except for obligations, which are specifically stated to
<br /> survive expiration of the Agreement.
<br /> 6. DEFAULT AND TERMM ATION•INDEMNIFICATION
<br /> 6.1 Default, failure or delay by any Party to perform any term or provision of this
<br /> Agreement, which is not clued within thiz•ty (30) days after receipt of notice from the other Party
<br /> specifying the default (or such other period specifically provided herein), constitutes a default
<br /> under this Agreement;provided,however,if,such default is of the nature requiring more than thirty
<br /> (30)days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within f
<br /> such thirty(30) day period, and thereafter diligently pursuing such cure to completion within an 1
<br /> additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of
<br /> ninety (90) days). Except as required to protect against fiuther damages, the injured Party rxray
<br /> not institute proceedings against the Party in default until the time for cure has expired. Failure or
<br /> delay in giving such notice shall not constitute a waiver of any default,nor shall it change the time
<br /> of default.
<br /> 6.2 Rights and Remedies Cumulative. The rights and remedies of the Parties are
<br /> cumulative, and the exercise by either Party of one or more of its rights or remedies shall not
<br /> preclude the exercise by it, at the same or different times, of any other rights or remedies for the 1
<br /> same default or any other default by the other Party. City's rights and remedies to enforce this
<br /> Agreement include any and all civil,administrative,or criminal remedies as set forth in local,state, 1 or federal law. Notwithstanding anything to the contrary contained in this Agreement,in no event f
<br /> shall either Party be liable for speculative, consequential, punitive or other indirect damages, and
<br /> each Party waives any right to collect speculative, consequential, punitive or other indirect
<br /> damages against the other Party.
<br /> 6.3 Indemnification. In addition to any other indemnity specifically provided in this
<br /> Agreement, Owner agrees to defend (with counsel of City's choosing and the consent of Owner,
<br /> which shall not be unreasonably withheld,conditioned or delayed and which may be joint defense
<br /> counsel upon City's and Owner's consent) indemnify and hold harmless City and its respective
<br /> officers, officials,agents,employees,representatives,and volunteers(collectively, "Indemnitees")
<br /> from and against any loss,liability,claim, or•judgment arising from any act or omission of Owner
<br /> in connection with its obligations under this Agreement, except to the extent required by law for
<br /> the negligence or willful misconduct of Indemnitees.
<br /> 7. ASSIGNMENT: COVENANTS RUN WITH 1HEIAAND
<br /> 7.1 Assignment by Owner, i
<br /> 7.1.1 Prohibited Transfers,or Assignments. Owner shall not sell,
<br /> transfer, or assign the Property or Project in whole or in part, or transfer or assign
<br /> Owner's rights and obligations in this Agreement, in whole or in part, unless the
<br /> sale,transfer, or assignment complies with this Section ("Permitted Transfer"). If
<br /> Owner seeps to sell, transfer or assign the Property or Project, or any rights and
<br /> obligations in this Agreement, in a manner that does not constitute a Perinitted
<br /> Transfer, Owner shall request City's written consent,and City shall respond within
<br /> City Council 16 — 70 5/19/2026
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