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i___TA EVERETT
<br /> 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
<br /> negligent or intentional acts, errors, omissions, or conduct by Contractor (or its employees, agents,
<br /> representatives subcontractors/subconsultants) relating to this Contract. The Contractor is obligated
<br /> to defend and indemnify the City pursuant to this paragraph whether a Claim is asserted directly
<br /> against the City, or whether it is asserted indirectly against the City, e.g., a Claim is asserted against
<br /> someone else who then seeks contribution or indemnity from the City. The Contractor's duty to defend
<br /> and indemnify pursuant to this paragraph is not in any way limited to, or by the extent of, insurance
<br /> obtained by, obtainable by, or required of the Contractor. The Contractor shall not indemnify the City
<br /> for Claims caused solely by the negligence of the City. As used in this paragraph: (1) "City" includes the
<br /> City's officers, employees, agents, and representatives and (2) "Claims" include, but is not limited to,
<br /> any and all losses, claims, demands, expenses (including, but not limited to, attorney's fees and
<br /> litigation expenses), suits, judgments, or damage, irrespective of the type of relief sought or
<br /> demanded, such as money or injunctive relief, and irrespective of whether the damage alleged is bodily
<br /> injury, damage to property, economic loss, general damages, special damages, or punitive damages. If,
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