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' Default. Any such legal action must be instituted in the Superior Court of the State of California in and for the County, in any other appropriate court within the County, or in the United States District Court with jurisdiction in the County. Notwithstanding the foregoing, in no event shall ' either party be liable for the consequential damages or lost profit of the other. ?.6 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties set forth in this Agreement aze cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. '7.7 Indemnification. ; 7.71 Obligations. The Developer shall Indemnify the City Parties against ' any wrongful intentional act or negligence of the Developer or any Developer Parties. The Developer shall also Indemnify the City Parties against any and all of the following: (a) any Application made at the Developer's request; (b) any Due Diligence Investigations by the ' Developer, provided, however, that Developer shall have no liability for matters merely discovered by it (i.e. latent environmental contamination) prior to the Close of Escrow; (c) use, ' occupancy, management ar operation of the Project by Developer; (d) any agreements that the Developer (or anyone claiming through the Developer) makes regarding the Project; {e) the condition of the Project or, or of any vaults, tunnels, passageways or space under, adjoining or appurtenant to the Site that are within the exclusive custody and control of Developer, provided, however, that Developer shall have no liability for matters merely discovered by it (i.e. latent environmental contamination) prior to the Close of Escrow; and (� any accident, injury or damage whatsoever caused to any Person in or on the Site or the Project. The obligation of Developer under this Section 7.7.1 shall be limited to actual out-of-pocket expenses suffered or incurred by City Parties and shall not include any consequential damages or damages for lost profits. Notwithstanding anything to the contrary in this Agreement, the Developer shall not be required to Indemnify the City Parties for the willful misconduct or gross negligence of any City Party. Nothing in this Section 7.7.1 shall be construed to limit Developer's obligations after the Close of Escrow and the Developer's unconditional acceptance of the condition of the City PropeRy,pursuant to the provisions of Section 2.4.5 of this Agreement. 7.7.2 Limitation on Liability of the CitX. Following the Close of Escrow, the Developer is and shall be responsible for operation of the Site and the Project and the City shall not be liable for any injury or damage to any property (of the Developer or any other Person)or to any Person occurring on or about the Site or the Project,except to the extent caused by the City's gross negligence or willful misconduct. 7.7.3 Independent of Insurance Obli at� ions. The Develaper's indemnification obligations under this Agreement shall not be construed or interpreted as in any way restricting, limiting, or modifying the Developer's insurance or other obligations under this Agreement and is independent of the Developer's insurance and other obligations under this Agreement. The Developer's compliance with its insurance obligations and other obligations under this Agreement shall not in any way restrict, limit, or modify the Developer's 51 2013.118/SLOCK 2 HUNTER STORM REV:07-26-13 PT