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(collectively, "Loss') incurred by any person (including, without limitation, the City, the <br /> Nonprofit, or any employee of the City or the Nonprofit) (i)for personal injury or property <br /> damage caused to any person while on or about the Premises, or (ii) arising from or related to <br /> any use of the Premises by Nonprofit or any invitee or licensee of Nonprofit,any act or omission <br /> of Nonprofit, its officers, agents, employees, licensees or invitees or any breach of this <br /> Agreement by Nonprofit. <br /> B. The foregoing release and indemnity shall apply regardless of any negligence, <br /> misconduct, or strict liability of any Indemnified Party, except that the indemnity, only, shall <br /> not apply to any Loss determined by final order of a court of competent jurisdiction to have been <br /> caused by the sole active direct negligence of any Indemnified Party. <br /> C. Where applicable to the Loss, the liability provisions of any contract between the <br /> City and the Nonprofit covering the carriage of shipments or trackage serving the Premises shall <br /> govern the Loss and shall supersede the provisions of this Section 13. <br /> D. No provision of this Agreement with respect to insurance shall limit the extent of <br /> the release and indemnity provisions of this Section 13. Nothing herein shall limit any immunity <br /> defense available to the City as a governmental entity. <br /> SECTION 14. TERMINATION. <br /> A. Either Party may terminate this Agreement for the other Party's default by giving <br /> the defaulting Party notice of termination if either Party defaults under any obligation under this <br /> Agreement and, after written notice is given by the other Party specifying the default, the <br /> defaulting Parry fails either to immediately commence to cure the default, or to complete the cure <br /> expeditiously but in all events within thirty (30) days after the default notice is given. The City <br /> may terminate this Agreement by giving notice of termination to the Nonprofit if Nonprofit <br /> abandons the Premises for a period of one hundred twenty (120) consecutive days. <br /> B. In the event that in any year of this Agreement City Council determines there are <br /> not sufficient funds available in the budget for the City's portion of building maintenance and <br /> repair or any other obligation under this Agreement, the City may terminate this Agreement by <br /> providing the Nonprofit with one hundred eighty (180) days-notice of the termination. <br /> C. Failure of the Nonprofit to comply with any term or condition of this Agreement, <br /> including, but not limited to failure to maintain the Premises as required in Section 5a above, <br /> failure to submit required reports, or failure to provide services as set forth in Exhibit B shall <br /> constitute a default under this Agreement. <br /> SECTION 15. REPORTS. <br /> The Nonprofit agrees to provide quarterly reports as required by the City relating to its <br /> performance and expenditures of funds under the terms of this Contract. Quarterly reports are <br /> due by the 15th of the month following the end of each quarter with the first of these reports <br /> being due on or prior to January 30,2023,for the period from October 1,2023,through December <br /> 31, 2023. ("Report 1"). The City of San Marcos requires that detailed records be kept related to <br />