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