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EXHIBIT 2 employees (each, an "Agency Indemnified Party") against any and all Damages arising out of or in connection with Developer's performance of or failure to perform its Developer Obligations to complete construction and development of the Housing Development, in the manner and within the time periods, and to otherwise perform any covenants, set forth in the AHSC Documents. However, in no event shall the Agency Indemnified Party be indemnified hereunder for any Claims resulting from such party's sole negligence or willful misconduct. Developer agrees to pay all of the costs and expenses of the Agency Indemnified Party, including attorneys' fees, which may be incurred in any effort to enforce any term of this Agreement, including, but not limited to, all such costs and expenses which may be incurred by any Agency Indemnified Party in any legal action, reference or arbitration proceeding brought by HCD or other third party. (c) Notwithstanding the generality of the foregoing, neither party is liable to the other party (including any person or entity claiming through the other party) for the other party's lost profits or special, incidental, indirect, consequential, or exemplary damages arising out of or in any manner connected with this agreement or its subject matter, regardless of the form of action and whether or not the non -claiming party has been informed of, or otherwise might have anticipated, the possibility of damages. However, the limitations of liability set forth in this section 2(c) or elsewhere in this agreement do not apply to, or take into account, damages: (i) resulting from the gross negligence, bad faith, or the willful or intentional misconduct of a party or its personnel; or (ii) stemming from personal injury, death, or property damage caused by a party or its personnel. 3. Schedule of Performance: Progress Reports. The Agency shall comply with the schedule of performance set forth on Exhibit 2 attached hereto for the completion of the Transit Obligations hereunder (the "Schedule of Performance"). 4. Cost Overruns. Developer shall be responsible for paying all costs required to complete the Housing Project, irrespective of whether such costs exceeds the AHSC Loan and the portion of the AHSC Grant designated for the HRI Improvements. Agency shall be responsible for paying all costs required for the Transit Obligations irrespective of whether such costs exceed the portion of the AHSC Grant designated for the Transit Obligations. 5. Disbursement of AHSC Grant Funds. Developer and Agency agree that the AHSC Grant funds shall be disbursed directly to the Partnership. 6. Notices. Formal notices, demands, and communications between the parties shall be sufficiently given if, and shall not be deemed given unless, dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered by express delivery service, return receipt requested, or delivered personally, to the principal office of the parties as follows: Agency: City Manager City of Santa Ana 20 Civic Center Plaza, Santa Ana,CA 92701 75A-21