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(a)The relationship between Grantee and the City is and shall remain solely
<br />that of Grantee and grantor. City neither undertakes nor 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 />materialmen, 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 for 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 partner, joint venture, alter-ego, manager, controlling person or other business associate or
<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: (i) 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; and,
<br />(d)By 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 sufficiency 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 Indemnity.
<br />(a)Grantee shall defend (by counsel reasonably satisfactory to City),
<br />indemnify and save and hold harmless the Indemnitees from and against all claims, damages,
<br />demands, actions, losses, liabilities, costs and expenses (including, without 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
<br />the Certificate of Completion, and termination of this Agreement. Notwithstanding the
<br />EXHIBIT 2
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