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expense, and Developer shall promptly reimburse City for such expense upon receipt of billing <br />from City. <br />(h) Coverage provided by Developer shall be primary insurance and shall not <br />be contributing with any insurance, or self-insurance maintained by City, and the policies shall <br />so provide. The insurance policies shall contain a waiver of subrogation for the benefit of the <br />City . Developer shall furnish the required certificates and endorsements to City prior to the <br />commencement of construction of the Project, and shall provide City with certified copies of the <br />required insurance policies upon request of City. <br /> <br />ARTICLE XII. <br /> <br />MISCELLANEOUS PROVISIONS <br />12.1 HOME Program Requirements. Developer shall comply will all applicable <br />HOME Program Requirements, as amended and in effect from time to time, of whatever nature. <br />In the event of any conflict between this Agreement and applicable laws and regulations <br />governing the HOME program and the use of the City Loan Proceeds or HOME Loan Proceeds, <br />the applicable HOME Program Requirements shall govern. The Developer agrees to enter into <br />any modification of this Agreement and/or the Regulatory Agreement reasonably required by the <br />City to attain compliance with the HOME Program Requirements. Developer acknowledges and <br />agrees that it has reviewed the HOME Program Requirements in effect as of the Effective Date. <br />12.2 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 />12.3 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 City which shall not excuse performance by City), or any other <br />cause beyond the affected Party’s reasonable control. An extension of time for any such cause <br />shall be for the period of the enforced delay and shall commence to run from the time of the <br />commencement of the cause, if notice by the Party claiming such extension is sent to the other <br />Parties within thirty (30) days of the commencement of the cause and such extension is not <br />rejected in writing by the other Parties within ten (10) days of receipt of the notice. None of the <br />Parties shall unreasonably withhold consent to an extension of time pursuant to this Section. <br />144\259\1892880.4 <br />33