BLP PREDEVELOPMENT LOAN AGREEMENT FOR PLEASANTON ASSISTED LIVING

Section 2.4 Non-Discrimination. The Developer covenants by and for itself and its successors and assigns that there shall be no discrimination against or segregation of a person or of a group of persons on account of race, color, religion, creed, disability, sex, sexual orientation, marital status, familial status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Development, nor shall the Developer or any person claiming under or through the Developer establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Development. ARTICLE 3. DEFAULT Section 3.1 Default. A "Default" shall consist of any material breach under Section 1.2, 1.3, 2.2, 2.3, or 2.4, which has not been cured by the defaulting party within thirty (30) days of receipt of written notice of such breach from the non-defaulting party. ARTICLE 4. GENERAL PROVISIONS Section 4.1 Relationship of Parties. Nothing contained in this Agreement shall be interpreted or understood by any of the parties, or by any third persons, as creating the relationship of employer and employee, principal and agent, limited or general partnership, or joint venture between the City and the Developer or the Developer's agents, employees or contractors, and the Developer shall at all times be deemed an independent contractor and shall be wholly responsible for the manner in which it or its agents, or both, perform the services required of it by the terms of this Agreement for the development of the Development. In regards to the development of the Development, the Developer shall be solely responsible for all matters relating to payment of its employees, including compliance with Social Security, withholding and all other laws and regulations governing such matters, and shall include requirements in each contract that contractors shall be solely responsible for similar matters relating to their employees The Developer agrees to he solely responsible for its ovm acts rnd those of its agents and employees. Section 4.2 No Claims. Nothing contained in this Agreement shall create or justify any claim against the City, by any person the Developer may have employed or with whom the Developer may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the development of the Development, and the Developer shall include similar requirements in any contracts entered into for the development of the Development. Section 4.3 Amendments. No alteration or variation of the terms of this Agreement shall be valid unless made in writing by the parties. Section 4.4 No Third Party Beneficiaries. There shall be no third party beneficiaries to this Agreement. 144\105\158870.8 5