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(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 legal
<br /> effect of the same, and no such acceptance or approval shall constitute a warranty or representation
<br /> by City to anyone.
<br /> 14.2 Indemnity. Developer shall defend (by counsel reasonably satisfactory to City),
<br /> indemnify and save and hold harmless the Indenmitees from and against all claims, damages,
<br /> demands, actions, losses, liabilities, costs and expenses (including, without limitation, reasonable
<br /> attorneys' fees and court costs) arising from or relating to: (i) any act or omission of Developer in
<br /> connection with its obligations under this Agreement; (ii) the making of the Inclusionary Grant;
<br /> (iii) a claim, demand or cause of action that any person has or asserts against Developer arising
<br /> from or related to this Agreement; and (iv) any act or omission of Developer, any contractor,
<br /> subcontractor or material supplier, engineer, architect or other person with respect to the Property,
<br /> except to the extent any of the foregoing arise from gross negligence or willful misconduct of the
<br /> City. Developer's obligations under this Section shall survive the issuance of the Certificate of
<br /> Completion, and termination of this Agreement.
<br /> 14.3 Reimbursement of City.With respect to the indemnification obligations under
<br /> this Article 14, Developer shall reimburse City immediately upon written demand for all costs
<br /> reasonably incurred by City(including the reasonable fees and expenses of attorneys,
<br /> accountants, appraisers and other consultants, whether the same are independent contractors or
<br /> employees of City) in connection with the enforcement of this Agreement and all related matters,
<br /> including all claims, demands, causes of action, liabilities, losses, commissions and other costs
<br /> against which City is indemnified under this Agreement. Such reimbursement obligations shall
<br /> bear interest from the date occurring twenty(20) days after City gives written demand to
<br /> Developer. Such reimbursement obligations shall survive the issuance of a Certificate of
<br /> Completion and termination of this Agreement.
<br /> 15. INSURANCE, CASUALTY AND CONDEMNATION
<br /> 15.1 Policies Required; Minimum Coverage. Developer shall procure and maintain
<br /> for the duration of the contract, and for five (5) years thereafter, insurance against claims for
<br /> injuries to persons or damage to property which may arise from or in connection with the
<br /> performance of the work hereunder by the Contractor, its agents, representatives, employees, and
<br /> sub-contractors, which meets the following minimum requirements:
<br /> (a) Commercial General Liability (CGL). Insurance Services Office (ISO)
<br /> Form CG 0001 covering CGL on an "occurrence"basis, including products and completed
<br /> operations,property damage,bodily injury and personal&advertising injury with limits no less
<br /> than$2,000,000 per occurrence and$2,000,000 in the aggregate.Umbrella and excess insurance
<br /> policies can be used to meet the required limits.
<br /> (b) Automobile Liability (AL). Insurance Services Office Form CA 0001
<br /> covering Code 1(any auto), with combined single limit no less than $2,000,000.
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<br /> 55394.0010142414134.1
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