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2890662.3 28 <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 />ARTICLE XII <br />MISCELLANEOUS PROVISIONS <br />12.1 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 />12.2 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 />Times of performance under this Agreement may also be extended in writing by the <br />mutual agreement of Developer and City (acting in the discretion of its City Manager unless he <br />or she determine in his or her discretion to refer such matter to the City Council). City and <br />Developer acknowledge that adverse changes in economic conditions, either of the affected Party <br />specifically or the economy generally, changes in market conditions or demand, and/or inability <br />to obtain financing to complete the work of Improvements shall not constitute grounds of <br />enforced delay pursuant to this Section. Each Party expressly assumes the risk of such adverse <br />economic or market changes and/or financial inability, whether or not foreseeable as of the <br />Effective Date. <br />12.3 Notices. Except as otherwise specified in this Agreement, all notices to be sent <br />pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective <br />addresses specified below or to such other address as a Party may designate by written notice <br />delivered to the other parties in accordance with this Section. All such notices shall be sent by: <br />(i) personal delivery, in which case notice is effective upon delivery; <br />50