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OAK #4843-3885-9090 v10 42 ATTY/AGR/2018.094/STRADA DOCKTOWN DEVELOPMENT AGREEMENT REV: 05-03-18 PR Page 42 of 93 such disputes. Nothing in this Section 12.6 shall in any way be interpreted as requiring that Developer and City reach agreement with regard to those matters being addressed, nor shall the outcome of these meetings be binding in any way on City or Developer unless expressly agreed to in writing by the Parties to such meetings. Section 12.7 Surviving Provisions. In the event this Agreement expires or is terminated, neither Party shall have any further rights or obligations hereunder, except for those obligations set forth in Section 10.6 (Cooperation in the Event of Legal Challenge), or expressly set forth herein as surviving the termination of this Agreement. The termination or expiration of this Agreement shall not affect the validity of the Project Approvals. In the event litigation is timely instituted, and a final judgment is obtained, which invalidates in its entirety this Agreement, neither Party shall have any obligations whatsoever under this Agreement, except for those obligations which by their terms survive termination hereof. Section 12.8 California Claims Act. Compliance with the procedures set forth in this ARTICLE 12 shall be deemed full compliance with the requirements of the California Claims Act (Government Code Section 900 et seq.) including, but not limited to, the Notice of an event of Default hereunder constituting full compliance with the requirements of Government Code Section 910. ARTICLE 13. INSURANCE AND INDEMNITY Section 13.1 Insurance Requirements. In connection with development of the Project, Developer shall procure and maintain, or cause its contractor(s) to procure and maintain a commercial general liability policy in an amount not less than Five Million Dollars ($5,000,000) combined single limit, including contractual liability together with a comprehensive automobile liability policy in the amount of Three Million Dollars ($3,000,000), combined single limit. Such policy or policies shall be written on an occurrence form, so long as such form of policy is then commonly available in the commercial insurance marketplace. Developer’s insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A-:VII or a rating otherwise approved by the City in its sole discretion. Developer shall furnish at City’s request appropriate certificate(s) of insurance evidencing the insurance coverage required by Developer hereunder, and City Parties shall be named as additional insured parties under the policies required hereunder. The certificate of insurance shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination (ten (10) days advance notice in the case of cancellation for nonpayment of premiums) where the insurance carrier provides such notice to the Developer. Coverage provided hereunder by Developer shall be primary insurance and shall not be contributing with any insurance, self- insurance or joint self-insurance maintained by City, and the policy shall contain such an endorsement. The insurance policy or the endorsement shall contain a waiver of subrogation for the benefit of City. Section 13.2 Indemnification. Developer shall defend (with counsel reasonably acceptable to City), indemnify, assume all responsibility for, and hold harmless City Parties, from and against, any and all claims, liabilities and obligations, including attorneys’ fees and costs, arising directly or indirectly from the work to construct the Project, including the design, 6.4.B. - Page 67