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defense shall include provision of separate and independent counsel for the Agency where such counsel is <br />required by the California Code of Professional Conduct, or by common law conflict of interest principles. The <br />Agency shall have the right to choose such independent counsel. <br />If any judgment or claims against the Agency shall be allowed, the Developer and, if applicable, its <br />construction contractor, shall pay or satisfy such judgment or claim and pay all costs and expenses in <br />connection therewith. <br />(c) The obligations to defend, indemnify and hold harmless the Agency, specified in <br />Sections 3.07(a) and (b) above, shall not apply to any claim against the Agency arising from damage caused <br />by the Agency's act or omission or the tortious conduct of the Agency. <br />(d) Developer, the Agency, and Developer's construction contractor shall have an <br />affirmative duty to cooperate with one another in the conduct of any suit arising from this Agreement or from <br />development of the Properties pursuant to this Agreement; provided, however, that such duty to cooperate <br />shall be limited by any conflict of interest which arises during the course of any such suit. <br />3.08 Liability Insurance. <br />(a) Developershall maintain in force during the construction of the Improvements public <br />liability and property damage insurance, including personal injury, contractual, and owned and non-owned <br />automobiles, with such coverage and limits as may be reasonably requested by Agency from time to time, but <br />in no event for less than the sum of ONE MILLION DOLLARS ($1,000,000.00) combined single limit. <br />(b) Public liability insurance policy or policies shall name Agency and City as additional <br />insureds, and any policy or policies shall contain cross-liability endorsements. An endorsement shall be <br />provided which states the coverage is primary insurance and that no other insurance held by Agency or City <br />will be called upon to contribute to a loss under this coverage. <br />(c) A certificate evidencing such insurance coverage or coverages shall be filed with <br />Agency and City prior to the commencement of construction of the Improvements, and said certificate shall <br />provide that such insurance coverage will not be canceled or reduced without at least thirty (30) days' prior <br />written notice to Agency and City. <br />(d) Ifsuch coverage is canceled or reduced, Developershall, within fifteen (15) days after <br />receipt of written notice from Agency or City of such cancellation or reduction in coverage, but in no event later <br />than the effective date of cancellation or reduction, file with Agency and City a certificate showing that the <br />required insurance has been reinstated or provided through another insurance company or companies. Upon <br />failure to so file such certificate, Agency or City may, without further notice and at its option, procure such <br />insurance coverage at Developer's expense, and Developer shall promptly reimburse Agency for such expense <br />upon receipt of billing from Agency or City. <br />Disposition and Development Agreement (Automall) Page 26 of 29 <br />