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BUYER’S DEFAULT, IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE EXTENT OF THE DETRIMENT TO CITY. THE PARTIES HAVE DETERMINED AND AGREED THAT THE ACTUAL AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY CITY AS A RESULT OF ANY SUCH DEFAULT IS DIFFICULT OR IMPRACTICABLE TO DETERMINE AS OF THE EFFECTIVE DATE AND THAT THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE AMOUNT OF SUCH DAMAGES. FOR THESE REASONS, THE PARTIES AGREE THAT IF THE PURCHASE AND SALE IS NOT CONSUMMATED BECAUSE OF BUYER’S DEFAULT, THE DEPOSIT SHALL BE FORFEITED TO CITY AS LIQUIDATED DAMAGES. NOTHING CONTAINED HEREIN SHALL IN ANY MANNER LIMIT THE AMOUNT OF DAMAGES OBTAINABLE PURSUANT TO AN ACTION UNDER ANY HOLD HARMLESS, DEFENSE OR INDEMNIFICATION PROVISION SET FORTH IN THIS AGREEMENT OR REASONABLE ATTORNEYS’ FEES RECOVERABLE PURSUANT TO ANY ACTION UNDER SUCH HOLD HARMLESS, DEFENSE OR INDEMNIFICATION PROVISION. City __________ Buyer __________ 6.Condition of City Property as “AS IS.” Buyer acknowledges and agrees that prior to the Closing, Buyer will have had full opportunity to inspect and investigate every aspect of the City Property, including all matters related to legal status or requirements, physical condition, zoning, environmental condition, title and all other matters of significance to Buyer. Buyer acknowledges and agrees that the City Property is being transferred to Buyer in an “AS IS” condition and “WITH ALL FAULTS” as of the Closing. Except as expressly set forth in this Agreement, no statements, representations or warranties have been made or are made and no responsibility has been or is assumed by the City or by any officer, employee, person, firm, agent or representative acting or purporting to act on behalf of the City, as to any matters concerning, or that might in any manner affect, the City Property, including the condition or repair thereof, its past use, or the value or income potential thereof, and Buyer is not relying upon any such statement, representation or warranty. Buyer acknowledges that the City has requested that Buyer inspect fully the City Property and investigate all matters relevant thereto. Buyer will be relying solely upon its own independent inspection, investigation, and analysis of the City Property as it deems necessary or appropriate in so acquiring the City Property from the City, including, without limitation, any and all matters concerning the condition, use, sale, development or suitability of the City Property and any recessionary rights applicable to the purchase of the City Property, rather than any information that may have been provided by the City to Buyer. 7.Indemnities by Buyer. Buyer shall indemnify, hold harmless, and defend the City Parties from and against any and all claims arising out of or related to (or alleged to arise out of or relate to): (a) the work to construct the “Project” and its “Community Benefits” (as those terms are defined in the Development Agreement), including the design, development, construction and operation thereof; (b) the process for the development of the Project, including any approval with respect thereto; (c) any other transaction contemplated by the Development Agreement; and/or (d) any acts, omissions, negligence or willful misconduct by Buyer or its employees, agents, contractors or subcontractors in connection with development of the Project. The City shall, after receipt of notice of the existence of such a claim for which it is entitled to indemnity hereunder, ATTY/RESO.0051/CC RESO CONDITIONALLY VACATING SPRING STREET SEGMENT (PURCHASE AND SALE AGR) - EXHIBIT 2 REV: 07-21-26 MI Page 8 of 25