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• • <br /> Agency's acts, omissions or tortious conduct. <br /> (d) Participant,the Agency,and Participant's construction contractor shall have an affirmative duty <br /> to cooperate with one another in the conduct of any suit arising from this Agreement or from development of <br /> the Site pursuant to this Agreement; provided, however, that such duty to cooperate shall be limited by any <br /> conflict of interest which arises during the course of any such suit. <br /> 9.05 Public Liability Coverage and Certificate of Insurance. <br /> Participant shall obtain, and shall file with the Agency, certificates of insurance evidencing public <br /> liability coverage in such amounts and including such endorsements as specified by the Agency and naming <br /> the City and the Agency and their officers, agents and employees as additional insureds. Said filing shall be <br /> accomplished by Participant prior to issuance of any permits by Agency or City for improvements t)the Site <br /> and Development. The certificates shall reflect compliance with the amount and endorsements in,Exhibit B, <br /> which is attached hereto and incorporated by this reference. <br /> If such coverage is canceled or reduced, Participant shall, within fifteen (15) days after receipt of <br /> written notice from Agency or City of such cancellation or reduction in coverage,but in no event later than the <br /> effective date of cancellation or reduction, file with Agency and City a certificate showing that the required <br /> insurance has been reinstated or provided through another insurance company or companies. Upon failure <br /> to so file such certificate,Agency or City may,without further notice and at its option, procure such insurance <br /> coverage at Participant's expense, and Participant shall promptly reimburse Agency for such expense upon <br /> receipt of billing from Agency or City. <br /> 9.06 Rights and Remedies Cumulative. <br /> Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are <br /> cumulative,and the exercise or failure to exercise one or more of such rights or remedies by either Party shall <br /> not preclude the exercise by it,at the same time or different times,of any right or remedy for the same default <br /> or any other default,except where an elected remedy is by this Agreement expressly stated to be an exclusive <br /> or sole remedy. <br /> 9.07 Severability. <br /> If any term, provision, covenant or condition of this Agreement is held by a court of competent <br /> jurisdiction to be invalid,void or unenforceable,the remainder of the provisions shall continue in full force and <br /> effect unless the rights and obligations of the Parties have been materially altered or abridged by such <br /> invalidation, voiding or unenforceability. <br /> 9.08 Legal Actions. <br /> In the event any legal action is prosecuted to interpret or to enforce the terms of this Agreement or to <br /> collect damages as a result of any breach thereof,the Party prevailing in any such action shall be entitled to <br /> recover against the non-prevailing Party all reasonable attorneys'fees and costs incurred in such action. <br /> Owner Participation Agreement Page 16 of 18 <br />