Reso13 PC 13-14 2879 Planning Commission Recommending Approval of DDA for 950 Middlefield Road

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City Draft 612$113 in and for the County, in any other appropriate court within the County, or in the United States District Court with jt�risdiction in the County. Notwithstanding the foregoing, in no event sha1� either party be liable for the consequential damages or lost profit of the other. 7.6 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreernent, the rights and remedies of the Parties set forth in this Agreement are cumulative and tI�e exercise by either Party of one or more of such rights or remedies sha11 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. 7.7.1 Obli�ations. The Developer sha11 Indernnify the City Parties against any wrongfuZ intentional act or negligence of tl�e Developer or any Developer Parties. The Developer sha11 also Indemnify the City Parties against any and all of the following: (a) any Application made at the Developer's reyuest; (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, mauagement or operation of the Project by Developer; (d} any agreements that the Developer (or anyone claiming thraugh the Developer) makes regarding the Project; {e) the conditian of the Project or, or of any vaults, tunnels, passageways or space under, adjoiuiing 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 discavered 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 Farties and shall not include any consequential damages or damages for lost profits. Notwitbstanding anything to the contrary in this Agreem�nt, the Developer shalt not be required to Indemnify the City Parties for the willful misconduct or gross negligence of any Ciry 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 Property,pursuan�to the provisions of Section 2.4.5 of this Agreement. 7.7.2 Limitation_ on Liability of the City. Following the Close of Escrow, the Developer is and shall be responsible for operation of the Site and the Project and tiie City shall not be Iiahle fvr any injury or damage to any property (of the Developer or any other Person} or to any Person occurriz�g 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 Ind endent of Insurance Obli ations. The Developer's indemnification obligations under this Agreement shall not be construed or interpreted as in any way restricting, limiting, or madifying the Developer's insurance or other obligations under this Agreement and is independent of the Developer's ansurance and other obligations under this Agreement. The Developer's compliance with its insurance obligations and other obligations under this Agxeement shall not in any way restrict, limit, or modify the Developer's indexnnification obligations �znder this Agreement and are independent of the DeveIoper's indemnification and other obligations under this Agreement. 82483.00 00 9175 7 1 3 1 2.16 51