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in connection with Developer's construction contractor's purported acts or omissions on or about, or <br />Developer's construction contractor's occupancy or use of, the Property or Developer's construction <br />contractor's performance or non-performance under or with respect to this Agreement, except to the extent <br />any such claim arises out of or in connection with the Agency's purported acts or omissions on, about or <br />with respect to the Property or the Agency's performance ornon-performance under or with respect to this <br />Agreement <br />(b) Upon knowledge of any such claim, the Agency shall notify the Developer and its <br />construction contractor of such claim in writing. Upon receipt of such written notice, Developer, and, if <br />applicable, its construction contractor, shall defend at their own expense any suit based on such claim. <br />Such defense shall include provision of separate and independent counsel for the Agency where such <br />counsel is required by the California Code of Professional Conduct, or by common law conflict of interest <br />principles. The 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 alt costs and expenses in <br />connection therewith. <br />(c) The obligations to defend, indemnify and hold harmless the Agency, specified in <br />Sections 10.07(a) and (b) above, shall not apply to any claim against the Agency arising from damage <br />caused 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 <br />from development of the Property pursuant to this Agreement; provided, however, that such duty to <br />cooperate shall be limited by any conflict of interest which arises during the course of any such suit <br />(e) The foregoing provisions for the Developer's indemnification shall in noway limit <br />Developer's rights at law or equity to be indemnified by the Agency with respect to any claim arising out of <br />or in connection with a purported act or omission by the Agency. <br />10.08 Liability Insurance. <br />(a) Developer shall maintain in force during the construction of the Improvements <br />pursuant to this Agreement public liability and property damage insurance, including personal injury, <br />contractual, and owned and non-owned automobiles, with such coverage and limits as may be reasonably <br />requested by Agency from time to time, but in no event for less than the sum of one million dollars <br />($1,000,000) combined single limit <br />(b) Public liability insurance policy or policies shall name Agency and City as an <br />additional insured, and any policy or policies shall contain cross-liability endorsements. An endorsement <br />shall be provided which states the coverage is primary insurance and that no other insurance held by <br />Agency or City 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 the term of this Agreement, and said certificate shall <br />22 <br />