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Default. Any such legal action must be instituted in the Superior Court of the State of California <br />in and for the County, in any other appropriate court within the County, or in the United States <br />District Court with jurisdiction in the County. <br />9.5 Rights and Remedies are Cumulative. Except as otherwise expressly stated in <br />this Agreement, the rights and remedies of the Parties set forth in this Agreement are cumulative <br />and the exercise by either Party of one or more of such rights or remedies shall not preclude the <br />exercise by it, at the same or different times, of any other rights or remedies for the same default <br />or any other default by the other Party. <br />9.6 Indemnification. <br />9.6.1 Obligations. The City shall Indemnify the Developer Parties and the <br />Developer shall Indemnify the City Parties against any wrongful intentional act or negligence of <br />the hrdemnitor. The Developer shall also Indemnify the City Parties against any and all of the <br />following: (a) any Application made at the Developer's request; (b) any Due Diligence <br />Investigations by the Developer; (c) use, occupancy, management or operation of the Project; (d) <br />any agreements that the Developer (or anyone claiming through the Developer) makes regarding <br />the Project; (e) the condition of the Project or, or of any vaults, tunnels, passageways or space <br />under, adjoining or appurtenant to the Property; and (f) any accident, injury or damage whatsoever <br />caused to any Person in or on the Property or the Project. Notwithstanding anything to the contrary <br />in this Agreement, no Indemniter shall be required to Indemnify any Indemnitee to the extent of <br />the Indemnitee's wrongful intentional acts or negligence. <br />9.6.2 Limitation on Liability of the City. Following the Close of Escrow, the <br />Developer is and shall be responsible for operation of the Property and the Project and the City <br />shall not be liable for any injury or damage to any property (of the Developer or any other Person) <br />or to any Person occurring on or about the Property or the Project, except to the extent caused by <br />the City's wrongful intentional act or negligence. <br />9.6.3 Strict Liability. The indemnification obligations of an Indemnitor shall <br />apply regardless of whether liability without fault or strict liability is imposed or sought to be <br />imposed on one or more hndemnitees. <br />9.6.4 Independent of Insurance Obligations. The Developer's indemnification <br />obligations under this Agreement shall not be construed or interpreted as in any way restricting, <br />limiting, or modifying the Developer's insurance or other obligations under this Agreement and is <br />independent of the Developer's insurance and other obligations under this Agreement. The <br />Developer's compliance with its insurance obligations and other obligations under this Agreement <br />shall not in any way restrict, limit, or modify the Developer's indemnification obligations under <br />this Agreement and are independent of the Developer's indemnification and other obligations <br />under this Agreement. <br />9.6.5 Survival of Indemnification and Defense Obligations. The indemnity and <br />defense obligations under this Agreement shall survive the expiration or earlier termination of this <br />Agreement, until all claims against any of the Indemnitees involving any of the indemnified <br />matters are fully, finally, absolutely and completely barred by applicable statutes of limitations. <br />47 <br />553 94.00049\3 323 9203.12 <br />