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18,2 Indemnity, Vista Del Rio shall defend (by counsel satisfactory to City), indemnify
<br />and save and hold harmless the Indemnitees from and against all claims, damages, demands, actions,
<br />losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and
<br />court costs) arising fiom or relating to (i) this Agreement; (ii) the malting of the Loans; (iii) a claim,
<br />demand or cause of action that any person has or asserts against Vista Del Rio; (iv) any act or
<br />omission of Vista Del Rio, any contractor, subcontractor or material supplier, engineer, architect or
<br />other person with respect to the Property or Project; or (vi) the ownership, occupancy or use of the
<br />Property or Project. Notwithstanding the foregoing, Vista Del Rio shall not be obligated to
<br />indemnify City or Agency with respect to the consequences of any act of gross negligence or willful
<br />misconduct of City or Agency or any breach by the City or Agency of any Loan Document. Vista
<br />Del Rio's obligations under this Section shall survive the cancellation of the Notes, release and
<br />reconveyance of the Deeds of Trust, issuance of the Release of Construction Covenants, and
<br />termination of this Agreement.
<br />18,2,1 Notwithstanding the foregoing, neither Vista Del Rio, nor any of its partners,
<br />shall be personally liable for any indemnification obligation hereunder which would result as the
<br />repayment of principal and/or interest under the Loans,
<br />18,3 Reimbursement of City and Agency. In the event of Default, Vista Del Rio shall
<br />reimburse City and/or Agency immediately upon written demand for all costs reasonably incurred by
<br />City and/or Agency (including the reasonable fees and expenses of attorneys, expert witnesses,
<br />accountants, appraisers and other consultants, whether the same are independent contractors or
<br />employees of City) in connection with the enforcement of the Loan Documents and all related
<br />matters including all claims, demands, causes of action, liabilities, losses, commissions and other
<br />costs against which City and Agency are indenmified under the Loan Documents. Such
<br />reimbursement obligations shall bear interest from the date occurring twenty (20) days after City or
<br />Agency gives written demand to Vista Del Rio and shall be secured by the Deeds of Trust. Such
<br />reimbursement obligations shall survive the cancellation of the Notes, release and reconveyance of
<br />the Deeds of Trust, issuance of a Release of Construction Covenants, and termination of this
<br />Agreement.
<br />19. INSURANCE, CASUALTY AND CONDEMNATION
<br />19.1 Policies Required. While any obligation of Vista Del Rio under the Loan
<br />Documents remains outstanding, Vista Del Rio shall maintain at Vista Del Rio's sole expense, with
<br />insurers either (i) admitted in California or (ii) are not admitted to California but have an A,M. Best
<br />Rating of "A" or above and reasonably approved by the City, the following policies of insurance in
<br />form and substance reasonably satisfactory to the City Attorney: [Subject to review by City Risk
<br />Manager]
<br />(a) worlter's compensation insurance and any other insurance required by law in
<br />connection with the construction;
<br />(b) prior to commencement until following completion of the construction, fire
<br />and hazard "all rislt" insurance covering 100% of the replacement cost of the Improvements in the
<br />event of fire, lightning, windstorm, vandalism, malicious mischief and all other risks normally
<br />covered by "all rislt" coverage policies in the area where the Property is located; which said
<br />insurance shall expressly include damage or loss by flood or storm;
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