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(h) Coverage provided by Developer shall be primary insurance and shall not be <br />contributing with any insurance, or self-insurance maintained by Agency or City, and the <br />policies shall so provide. The insurance policies shall contain a waiver of subrogation for the <br />benefit of the City and Agency. Developer shall furnish the required certificates and <br />endorsements to Agency and City prior to the commencement of construction of the Project, and <br />shall provide Agency and City with certified copies of the required insurance policies upon <br />request of Agency or City. <br />ARTICLE XII <br />MISCELLANEOUS PROVISIONS <br />12.1 No Brokers. Each Party warrants and represents to the other that no person or <br />entity can properly claim a right to a real estate commission, brokerage fee, finder's fee, or other <br />compensation with respect to the transactions contemplated by this Agreement. Each Party <br />agrees to defend, indemnify and hold harmless the other Party from any claims, expenses, costs <br />or liabilities arising in connection with a breach of this warranty and representation. The terms <br />of this Section shall survive the expiration or earlier termination of this Agreement. <br />12.2 Enforced Delay; Extension of Times of Performance. Subject to the limitations set <br />forth below, performance by any Party shall not be deemed to be in default, and all performance <br />and other dates specified in this Agreement shall be extended where delays are due to: war, <br />insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the <br />public enemy, epidemics, quarantine restrictions, freight embargoes, governmental restrictions or <br />priority, litigation, including court delays, unusually severe weather, acts or omissions of the <br />other Parties, acts or failures to act of any other public or governmental agency or entity (other <br />than the acts or failures to act of Agency and City which shall not excuse performance by <br />Agency and City), or any other cause beyond the affected Party's reasonable control. An <br />extension of time for any such cause shall be for the period of the enforced delay and shall <br />commence to run from the time of the commencement of the cause, if notice by the Party <br />claiming such extension is sent to the other Parties within thirty (30) days of the commencement <br />of the cause and such extension is not rejected in writing by the other Parties within ten (10) days <br />of receipt of the notice. None of the Parties shall unreasonably withhold consent to an extension <br />of time pursuant to this Section. <br />Times of performance under this Agreement may also be extended in writing by the <br />mutual agreement of Developer, Agency (acting in the discretion of its Executive Director unless <br />he or she determines in his or her discretion to refer such matter to the governing board of the <br />Agency), and City (acting in the discretion of its City Manager unless he or she determine in his <br />or her discretion to refer such matter to the City Council). Agency, City and Developer <br />acknowledge that adverse changes in economic conditions, either of the affected Party <br />specifically or the economy generally, changes in market conditions or demand, and/or inability <br />to obtain financing to complete the work of Improvements shall not constitute grounds of <br />enforced delay pursuant to this Section. Each Party expressly assumes the risk of such adverse <br />economic or market changes and/or financial inability, whether or not foreseeable as of the <br />956070-4 3 6 <br />