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<br /> B. All documents and records maintained by the Grantee in connection with the
<br />Project shall be made available for inspection upon request by the City.
<br />X. Ownership of Project Materials
<br /> A. Except as otherwise provided in this Contract, all finished or unfinished documents,
<br />data, studies, surveyors, drawings, maps, models, photographs, films, duplicating plates and
<br />reports prepared by the Grantee under this Contract shall be the property of the Grantee.
<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 />XI. Termination
<br /> A. The City may terminate this Contract at any time with or without cause by giving
<br />written notice to the Grantee 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 Grantee 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 Grantee for obligations incurred
<br />in accordance with the terms of this Contract through the effective date of 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 Grantee shall not be
<br />relieved of liability to the City for costs, if any, assessed against the City as a result of Grantee's
<br />actions or failure to act under this Contract. The City may withhold payment to the Grantee for
<br />the purpose of setoff until the exact amount of any such costs is determined.
<br />XII. Hold Harmless Provision
<br /> A. Except as otherwise provided in this section, the Grantee hereby agrees to defend and
<br />indemnify and hold harmless the City from any and all Claims arising out of, in connection with,
<br />or incident to (1) any breach of this Contract or (2) any negligent or intentional acts, errors,
<br />omissions, or conduct by Grantee (or its employees, agents, representatives
<br />subcontractors/subconsultants) relating to this Contract. The Grantee is obligated to defend and
<br />indemnify and hold harmless the City pursuant to this section 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
<br />against someone else who then seeks contribution or indemnity from the City. The Grantee’s
<br />duty to defend and indemnify and hold harmless pursuant to this section is not in any way limited
<br />to, or by the extent of, insurance obtained by, obtainable by, or required of the Grantee. The
<br />Grantee shall not indemnify the City for Claims caused solely by the negligence of the City. As
<br />used in this section: (1) “City” includes the City’s officers, employees, agents, and representatives
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