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18.2 Indemnity. Developer shall defend (by counsel satisfactory to City), <br />indemnify and save and hold harmless the Indemnitees from and against all claims, <br />damages, demands, actions, losses, liabilities, costs and expenses (including, without <br />limitation, attorneys' fees and court costs) arising from or relating to (i) this Agreement; <br />(ii) the making of the Loan(s); (iii) a claim, demand or cause of action that any person has <br />or asserts against Developer; (iv) any act or omission of Developer, any contractor, <br />subcontractor or material supplier, engineer, architect or other person with respect to the <br />Property; or (vi) the ownership, occupancy or use of the Property. Notwithstanding the <br />foregoing, Developer shall not be obligated to indemnify City with respect to the <br />consequences of any act of gross negligence or willful misconduct of City. Developer's <br />obligations under this Section shall survive the cancellation of the City Loan Note, <br />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 Nothwithstanding the foregoing, neither Developer, nor any of its partners, <br />shall be personally liable for any indemnification obligation hereunder <br />which would result as the repayment of principal and /or interest under the <br />Loan. <br />18.3 Reimbursement of City. Developer shall reimburse City immediately <br />upon written demand for all costs reasonably incurred by City (including the reasonable <br />fees and expenses of attorneys, accountants, appraisers and other consultants, whether the <br />same are independent contractors or employees of City) in connection with the <br />enforcement of the Loan Documents and all related matters including all claims, <br />demands, causes of action, liabilities, losses, commissions and other costs against which <br />City is indemnified under the Loan Documents. Such reimbursement obligations shall <br />bear interest from the date occurring twenty (20) days after City gives written demand to <br />Developer and shall be secured by the City Deed of Trust. Such reimbursement <br />obligations shall survive the cancellation of the Loan Note, release and reconveyance of <br />the City Deed of Trust, issuance of a Certificate of Completion, and termination of this <br />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, <br />with insurers either (i) admitted in California or (ii) are not admitted to California but <br />have an A.M. Best Rating of "A" or above and reasonably approved by the City, the <br />following policies of insurance in form and substance reasonably satisfactory to the City <br />Attorney: <br />(a) worker's compensation insurance and any other insurance <br />required by law in connection with the rehabilitation; <br />(b) prior to commencement and following completion of the <br />rehabilitation, fire and hazard "all risk" insurance covering 100% of the replacement cost <br />of the Improvements in the event of fire, lightning, windstorm, vandalism, malicious <br />mischief and all other risks normally covered by "all risk" coverage policies in the area <br />33 <br />251 -39 <br />