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<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 undepreciate d 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.
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<br />XI. Termination
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<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.
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<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.
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<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.
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<br />XII. Hold Harmless Provision
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<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
<br />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 section: (1) “City” includes the City’s officers, employees, agent s,
<br />and 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, or
<br />damage, irrespective of the type of relief sought or demanded, such as money or injunctive relief, and
<br />irrespective of whether the damage alleged is bodily injury, damage to property, economic loss, general
<br />damages, special damages, or punitive damages. If, and to the extent, Contractor employs or engages
<br />subconsultants or subcontractors, then Contractor shall ensure that each such subconsultant and
<br />subcontractor (and subsequent tiers of subconsultants and subcontractors) shall expressly agree to
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