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contractor, shall defend at their own expense any suit based on such claim. Such defense shall include provision of separate and independent counsel for the Agency where such counsel is required by the California Code of Professional Conduct, or by common law conflict of interest principles. The Agency shall have the right to choose such independent counsel. If any judgment or claims against the Agency shall be allowed, the Developer and, if applicable, its construction contractor, shall pay or satisfy such judgment or claim and pay all costs and expenses in connection therewith. (c) The obligations to defend, indemnify and hold harmless the Agency, specified in Sections 10.07(a) and (b) above, shall not apply to any claim against the Agency arising from damage caused by the Agency's sole negligence (not caused or contributed to by the Developer) or its willful acts. (d) Developer, the Agency, and Developer's construction contractor shall have an affirmative duty to cooperate with one another in the conduct of any suit arising from this Agreement or from development of the Property pursuant to this Agreement; provided, however, that such duty to cooperate shall be limited by any conflict of interest which arises during the course of any such suit. 10.08 Liability Insurance. (a) Developer shall maintain in force during the construction of the Improvements pursuant to this Agreement public liability and property damage insurance, including personal injury, contractual, and owned and non -owned automobiles, with such coverage and limits as may be reasonably requested by Agency from time to time, but in no event for less than the sum of three million dollars ($3,000,000) combined single limit. (b) Public liability insurance policy or policies shall name Agency and City as an additional insured, and any policy or policies shall contain cross -liability endorsements. An endorsement shall be provided which states the coverage is primary insurance and that no other insurance held by Agency or City will be called upon to contribute to a loss under this coverage. (c) A certificate evidencing such insurance coverage or coverages shall be filed with Agency and City prior to the commencement of the term of this Agreement, and said certificate shall provide that such insurance coverage will not be canceled or reduced without at least thirty (30) days' prior written notice to Agency and City. (d) If such coverage is canceled or reduced, Developer shall, within fifteen (15) days after receipt of written notice from Agency or City of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with Agency and City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, Agency or City may, without further notice and at its option, procure such insurance coverage at Developer's expense, and Developer shall promptly reimburse Agency for such expense upon receipt of billing from Agency or City. 29 DOCS00701700v6\24258.0001 f.