RDA Agmt 2001 Lavery California Dealership Properties No. 1 LLC

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(c) The obligations to defend, indemnify and hold harmless the Agency, specified in Sections 3.07(a) and (b) above, shall not apply to any claim against the Agency arising from damage caused by the Agency's act or omission or the tortious conduct of the Agency. (d) Developer, the Agency, and Developer's construction contractor shall have an affirmative duty to cooperate with one another in the conduct of any suit arising from this Agreement or from development of the Property pursuant to this Agreement; provided, however, that such duty to cooperate shall be limited by any conflict of interest which arises during the course of any such suit. 3.08 Liability Insurance. (a) Developer shall maintain in force during the construction of the Improvements public liability and property damage insurance, including personal injury, contractual, and owned and non -owned automobiles, with such coverage and limits as may be reasonably requested by Agency from time to time, but in no event for less than the sum of ONE MILLION DOLLARS ($1,000,000.00) combined single limit. (b) Public liability insurance policy or policies shall name Agency and City as additional insureds, and any policy or policies shall contain cross -liability endorsements. An endorsement shall be provided which states the coverage is primary insurance and that no other insurance held by Agency or City will be called upon to contribute to a loss under this coverage. (c) A certificate evidencing such insurance coverage or coverages shall be filed with Agency and City prior to the commencement of construction of the Improvements, and said certificate shall provide that such insurance coverage will not be canceled or reduced without at least thirty (30) days' prior written notice to Agency and City. (d) If such coverage is canceled or reduced, Developer shall, within fifteen (15) days after receipt of written notice from Agency or City of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Agency and City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, Agency or City may, without further notice and at its option, procure such insurance coverage at Developer's expense, and Developershall promptly reimburse Agency forsuch expense upon receipt of billing from Agency or City. 3.09 Rights and Remedies Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise or failure to exercise one or more of such rights or remedies by either Party shall not preclude the exercise by it, at the same time or different times, of any right or remedy for the same default or any other default. Disposition and Development Page 29 of 32 Agreement (Lavery California Dealership Properties No. 1 LLC)