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EXHIBIT 2
<br />E. The Agency is a non -applicant, but, as set forth herein, shall implement the
<br />specific STI Improvements and TRA Improvements, included in the AHSC Application as set
<br />out in Exhibit 1 attached hereto (collectively, the "Transit Obligations").
<br />F. The Developer shall be responsible for constructing and developing the Housing
<br />Project, HRI Improvements, Educational Programs and TRAs or STI's not included in Exhibit 1
<br />(together, the "Developer Obligations"), and for all costs and expenses related thereto and the
<br />Agency shall be responsible for developing and constructing the Transit Obligations, and for all
<br />costs expenses related thereto. In connection with the AHSC Grant and AHSC Loan, Developer
<br />is required to enter into standard agreements, disbursement agreements, and regulatory
<br />agreements with HCD where Developer will be liable for the full and timely performance by the
<br />parties to complete the obligations set forth therein, including completion of the Housing Project,
<br />completion of the HRI, STI and TRA Improvements, and funding of the AHSC Programs, as
<br />described in the AHSC Application. The AHSC Application and all standard agreements,
<br />disbursement agreements, regulatory agreements and any other agreements required by HCD in
<br />connection with the AHSC Grant and AHSC Loan shall be collectively referred to herein as the
<br />"AHSC Documents".
<br />NOW, THEREFORE, in consideration of the recitals, covenants and agreements set forth
<br />herein, and for other good and valuable consideration, the receipt and sufficiency of which are
<br />hereby acknowledged, the parties hereto hereby agree as follows:
<br />AGREEMENT
<br />1. Obligations. The Agency shall complete the Transit Obligations in accordance
<br />with the terms of the AHSC Documents and the approved design and construction documents.
<br />The Developer shall, in its sole responsibility, complete the Developer Obligations in accordance
<br />with the terms of the AHSC Documents and the approved design and construction documents.
<br />2. Indemnification.
<br />(a) Agency Indemnity. Agency shall indemnify, defend, protect, and
<br />hold harmless the Developer and its affiliates, directors, officers, partners, members, agents and
<br />employees (each, a "Developer Indemnified Party") against any and all third -party suits,
<br />actions, claims, causes of action, liabilities, costs, and expenses (including attorneys' fees) as
<br />incurred (collectively "Damages") arising out of or in connection with Agency's performance of
<br />or failure to perform the Transit Obligations and/or obligations hereunder, in the manner and
<br />within the time periods, and to otherwise perform any covenants, set forth in the AHSC
<br />Documents applicable to the Transit Obligations or its obligations hereunder. However, in no
<br />event shall a Developer Indemnified Party be indemnified hereunder for any Damages resulting
<br />from such party's sole negligence or willful misconduct. Agency agrees to pay all of the costs
<br />and expenses of the Developer Indemnified Parties, including attorneys' fees, which may be
<br />incurred in any effort to enforce any term of this Agreement, including, but not limited to, all
<br />such costs and expenses which may be incurred by any Developer Indemnified Party in any legal
<br />action, reference or arbitration proceeding brought by HCD or other third party.
<br />(b) Developer Indemnity. Developer shall indemnify, defend, protect,
<br />and hold harmless the Agency and its affiliates, directors, officers, partners, members, agents and
<br />75A-20
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