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AGREEMENT, ACC, TO THE EXTENT IT MAY LAWFULLY DO SO, WAIVES AND <br /> RELEASES ANY AND ALL CLAIMS AGAINST THE CITY, FOR, AND AGREES TO <br /> INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS AFFILIATES, AND <br /> ITS AND THEIR OFFICERS, AGENTS AND EMPLOYEES ("INDEMNIFIED <br /> PARTIES") FROM AND AGAINST, ANY LOSS, DAMAGE (INCLUDING, WITHOUT <br /> LIMITATION, PUNITIVE OR CONSEQUENTIAL DAMAGES), INJURY, LIABILITY, <br /> CLAIM, DEMAND, COST OR EXPENSE (INCLUDING, WITHOUT LIMITATION, <br /> ATTORNEYS' FEES AND COURT COSTS), FINE OR PENALTY (COLLECTIVELY, <br /> "LOSS") INCURRED BY ANY PERSON(INCLUDING,WITHOUT LIMITATION, THE <br /> CITY, ACC, OR ANY EMPLOYEE OF THE CITY OR ACC) (I) FOR PERSONAL <br /> INJURY OR PROPERTY DAMAGE CAUSED TO ANY PERSON WHILE ON OR <br /> ABOUT THE PREMISES, OR (II) ARISING FROM OR RELATED TO ANY USE OF <br /> THE PREMISES BY ACC OR ANY INVITEE OR LICENSEE OF ACC, ANY ACT OR <br /> OMISSION OF ACC, ITS OFFICERS, AGENTS, EMPLOYEES, LICENSEES OR <br /> INVITEES OR ANY BREACH OF THIS AGREEMENT BY ACC. <br /> B. THE FOREGOING RELEASE AND INDEMNITY SHALL APPLY <br /> REGARDLESS OF ANY NEGLIGENCE, MISCONDUCT OR STRICT LIABILITY OF <br /> ANY INDEMNIFIED PARTY, EXCEPT THAT THE INDEMNITY, ONLY, SHALL NOT <br /> APPLY TO ANY LOSS DETERMINED BY FINAL ORDER OF A COURT OF <br /> COMPETENT JURISDICTION TO HAVE BEEN CAUSED BY THE SOLE ACTIVE <br /> DIRECT NEGLIGENCE OF ANY INDEMNIFIED PARTY. <br /> C. WHERE APPLICABLE TO THE LOSS, THE LIABILITY PROVISIONS <br /> OF ANY CONTRACT BETWEEN THE CITY AND ACC COVERING THE CARRIAGE <br /> OF SHIPMENTS OR TRACKAGE SERVING THE PREMISES SHALL GOVERN THE <br /> LOSS AND SHALL SUPERSEDE THE PROVISIONS OF THIS SECTION 13. <br /> D. NO PROVISION OF THIS AGREEMENT WITH RESPECT TO <br /> INSURANCE SHALL LIMIT THE EXTENT OF THE RELEASE AND INDEMNITY <br /> PROVISIONS OF THIS SECTION 13. NOTHING HEREIN SHALL LIMIT ANY <br /> IMMUNITY 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 Party 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 ACC if Nonprofit abandons the <br /> 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 />