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automobile policies required hereunder shall name the Indemnitees as additional insureds. <br />Builder's Risk and property insurance shall name City as a loss payee. <br />(f) Prior to closing of the Loan, Developer shall furnish City with certificates of <br />insurance in form acceptable to City evidencing the required insurance coverage and duly <br />executed endorsements evidencing such additional insured status. The certificates shall contain a <br />statement of obligation on the part of the carrier to notify City of any material adverse change, <br />cancellation, termination or non -renewal of the coverage at least thirty (30) days in advance of <br />the effective date of any such material adverse change, cancellation, termination or non -renewal. <br />(g) If any insurance policy or coverage required hereunder is canceled or reduced, <br />Developer shall, within fifteen (15) days after receipt of notice of such cancellation or reduction <br />in coverage, but in no event later than the effective date of cancellation or reduction, file with <br />City a certificate showing that the required insurance has been reinstated or provided through <br />another insurance company or companies. Upon failure to so file such certificate, City may, <br />without further notice and at its option, procure such insurance coverage at Developer's expense, <br />and Developer shall promptly reimburse City for such expense upon receipt of billing from City. <br />(h) Coverage provided by Developer shall be primary insurance and shall not be <br />contributing with any insurance, or self-insurance maintained by City, and the policies shall so <br />provide. The insurance policies shall contain a waiver of subrogation for the benefit of the City. <br />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 />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 />5055770.1 26 <br />