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al EVERETT
<br /> IMMIN WASHINGTON
<br /> B. No report, device,thing or document of whatever kind or nature produced in whole or in
<br /> part under this Contract shall be the subject of an application for copyright or patent by or on behalf of
<br /> either party without the prior written approval of the other.
<br /> C. When capital assets or equipment acquired with Contract funds are sold or cease to be
<br /> used for lawful purposes defined in this Contract, the undepreciated or resale value thereof(whichever
<br /> is higher) shall be paid to the City in the same proportion as Contract funds were utilized to acquire
<br /> such property.
<br /> IX. Termination
<br /> A. The City may terminate this Contract at any time with or without cause by giving written
<br /> notice to the Contractor and specifying the effective date. In such event, all finished or unfinished
<br /> documents, data, studies, surveys, drawings, maps, models, photographs, films, duplicating plates and
<br /> reports prepared by the Contractor under this Contract shall then be delivered to the City and become
<br /> the property of the City. If the Contract is terminated in this manner for other than material breach,
<br /> the City shall pay the Contractor for obligations incurred in accordance with the terms of this Contract
<br /> through the effective date of termination.
<br /> B. The City may terminate this Contract in the event that,for any reason, funds are not
<br /> available to the City for the purpose of meeting the City's obligation hereunder.
<br /> C. Notwithstanding any other provision of this Contract, the Contractor shall not be relieved
<br /> of liability to the City for costs, if any, assessed against the City as a result of Contractor's actions or
<br /> failure to act under this Contract. The City may withhold payment to the Contractor for the purpose of
<br /> setoff until the exact amount of any such costs is determined.
<br /> X. Hold Harmless Provision
<br /> A. Except as otherwise provided in this paragraph, the Contractor hereby agrees to defend and
<br /> indemnify the City from any and all Claims arising out of, in connection with, or incident to any negligent
<br /> or intentional acts,errors,omissions,or conduct by Contractor(or its employees,agents, representatives
<br /> subcontractors/subconsultants) relating to this Contract. The Contractor is obligated to defend and
<br /> indemnify the City pursuant to this paragraph whether a Claim is asserted directly against the City, or
<br /> whether it is asserted indirectly against the City, e.g., a Claim is asserted against someone else who then
<br /> seeks contribution or indemnity from the City.The Contractor's duty to defend and indemnify pursuant
<br /> to this paragraph is not in any way limited to, or by the extent of, insurance obtained by, obtainable by,
<br /> or required of the Contractor.The Contractor shall not indemnify the City for Claims caused solely by the
<br /> negligence of the City. As used in this paragraph: (1) "City" includes the City's officers, employees,
<br /> agents, and representatives and (2) "Claims" include, but is not limited to, any and all losses, claims,
<br /> demands, expenses (including, but not limited to, attorney's fees and litigation expenses), suits,
<br /> judgments, or damage, irrespective of the type of relief sought or demanded, such as money or
<br /> injunctive relief, and irrespective of whether the damage alleged is bodily injury, damage to property,
<br /> economic loss,general damages,special damages, or punitive damages. If,and to the extent, Contractor
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