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<br /> <br /> 5 <br />X. Ownership of Project Materials <br /> <br /> A. Except as otherwise provided in this Contract, all finished or unfinished documents, data, <br />studies, surveyors, drawings, maps, models, photographs, films, duplicating plates and reports <br />prepared by the Contractor under this Contract shall be the property of the Contractor. <br /> <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 /> <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 /> <br />XI. Termination <br /> <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 /> <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 /> <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 /> <br />XII. Hold Harmless Provision <br /> <br /> A. Except as otherwise provided in this section, the Contractor hereby agrees to defend and <br />indemnify and hold harmless the City from any and all Claims arising out of, in connection with, or <br />incident to (1) any breach of this Contract or (2) any negligent or intentional acts, errors, omissions, or <br />conduct by Contractor (or its employees, agents, representatives subcontractors/subconsultants) <br />relating to this Contract. The Contractor is obligated to defend and indemnify and hold harmless the <br />City pursuant to this section whether a Claim is asserted directly against the City, or whether it is asserted <br />indirectly against the City, e.g., a Claim is asserted against someone else who then seeks contribution or <br />indemnity from the City. The Contractor’s duty to defend and indemnify and hold harmless pursuant to <br />this section is not in any way limited to, or by the extent of, insurance obtained by, obtainable by, or