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expense, and Developer shall promptly reimburse City for such expense upon receipt of billing from City. (i) Coverage provided by Developer and Developer's contractors shall be primary insurance and shall not be contributing with any insurance, or self-insurance maintained by City, and the policies shall so provide. The insurance policies shall contain a waiver of subrogation for the benefit of the City. Developer shall furnish the required certificates and endorsements to City prior to the commencement of construction of the Project,and shall provide City with certified copies of the required insurance policies upon request of City. (j) Deductibles/Retentions. Any deductibles or self-insured retentions shall be declared to, and be subject to approval by, City's Risk Manager. At the option of and upon request by City's Risk Manager if the Risk Manager determines that such deductibles or retentions are unreasonably high, either the insurer shall reduce or eliminate such deductibles or self-insurance retentions as respects the Indemnitees or Developer shall procure a bond guaranteeing payment of losses and related investigations, claims administration and defense expenses. (k) Adjustments. The limits of the liability coverage and, if necessary,the terms and conditions of insurance, shall be reasonably adjusted from time to time(not less than every five(5) years after the Effective Date nor more than once in every three(3)year period)to address changes in circumstances, including, but not limited to, changes in inflation and the litigation climate in California. Within thirty(30) days following City's delivery of written notice of any such adjustments, Developer shall provide City with amended or new insurance certificates and endorsements evidencing compliance with such adjustments. (I) Additional Insured. For all liability insurance required by this Agreement, Owner(and Owner's contractors, as applicable)shall obtain endorsements that name the Indemnitees as additional insured in the full amount of all applicable policies, notwithstanding any lesser minimum limits specified in this Agreement. This Agreement requires Owner(and Owner's contractors)to obtain and provide for the benefit of the Indemnitees, additional insured coverage in the same amount of insurance carried by Owner(or Owner's contractors, as applicable), but in no event less than the minimum amounts specified in this Agreement. In the event that Owner(or Owner's contractors as applicable) obtain insurance policies that provide liability coverage in excess of the amounts specified in this Agreement, the actual limits provided by such policies shall be deemed to be the amounts required under this Agreement. Without limiting the foregoing,the limits of liability coverage specified in this Agreement are not intended, nor shall they operate, to limit City's ability to recover amounts in excess of such minimum amounts. ARTICLE XII MISCELLANEOUS PROVISIONS 12.1 No Brokers. Each Party warrants and represents to the other that no person or entity can properly claim a right to a real estate commission, brokerage fee, finder's fee, or other compensation with respect to the transactions contemplated by this Agreement. Each Party OAK#4822-6539-6013 v3 36