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18.2 Indemnitv. Developer shalt defend (by counsel satisfactory to City), indemnify,and save <br />and hold harmless .the Indemnitees from and against all claims, damages, demands, actions, <br />losses, liabilities, costs and expenses (including, without limitation, attorneys' fees and court <br />costs) arising from or relating to (i) this Agreement; (ii) the making of the Loan(s); (iii) a claim, <br />demand or cause of action that any person has or asserts against Developer; (iv) any act or <br />omission of Developer, any contractor, subcontractor or material supplier, engineer, architect or <br />other person with respect to the Property; or -(vi) the ownership, occupancy or use of the <br />Property. Notwithstanding the foregoing, Developer shall not be obligated to indemnify City <br />with respect to the consequences of any act of gross negligence or willful misconduct of City. <br />Developer's obligations under this Section shall survive the cancellation of the City Promissory <br />Note, release and reconveyance of the City Deed of Trust, issuance of the Certificate of <br />Completion, and termination of this Agreement. <br />18.2.1 Notwithstanding the foregoing, neither Developer, nor any of its partners, shall be <br />personally liable for any indemnification obligation hereunder which would result <br />in the repayment of principal and/or interest under the Loan. <br />18.3 Reimbursement of City. Developer shall reimburse City immediately upon written <br />demand for all costs reasonably incurred by City (including the reasonable fees and expenses of <br />attorneys, accountants, appraisers and other consultants, whether the same are independent <br />contractors or employees of City) in connection with the enforcement of the Loan Documents <br />and all related matters including all claims, demands, causes of action, liabilities,- losses, <br />commissions and other costs against which City is indemnified under the Loan Documents. Such <br />reimbursement obligations shall bear interest from the date occurring twenty (20) days after City <br />gives written demand toDeveloperand shall be secured by the City Deed of Trust. Such <br />reimbursement obligations shall survive the cancellation of the Loan Note;- release and <br />reconveyance of the City Deed of Trust, issuance of a Certificate of Completion, and termination <br />of this Agreement <br />19. INSURANCE; CASUALTY AND CONDEMNATION <br />19.1 Policies .Required. While any obligation of Developer under the Loan <br />Documents remains outstanding, Developer shall maintain at Developer's sole expense, with <br />insurers either (i) admitted in California or (ii) are not admitted to California but have an A.M. <br />Best Rating of "A" or above and reasonably approved by the City, the following policies of <br />insurance in form and substance reasonably satisfactory to the City Attorney: <br />(a) worker's compensation insurance and any other insurance required by <br />law in connection withtheconstruction; <br />(b) prior to commencement and following completion of the construction, fire <br />and hazard "all risk" insurance covering 100% of the replacement cost of the hnprovements in <br />the event of fire, lightning, windstorm, vandalism, malicious mischief and all other risks <br />normally covered by "all risk" coverage policies in the area where the Property is located <br />(including loss by flood if the Property is in an area designated as subject to the danger of flood); <br />32 <br />