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<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.
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<br />XI. Termination
<br /> A. If Grantee uses the Grant for any purpose other than the Project, the City may
<br />terminate this Contract by giving written notice to the Grantee and specifying the effective
<br />date, at which time Grantee shall pay to the City any funds not used for the Project. .
<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 agree 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) the Project, or (2) any breach of this Contract or (3) any negligent or intentional
<br />acts, errors, 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 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,
<br />economic loss, general damages, special damages, or punitive damages. If, and to the extent,
<br />Grantee employs or engages subconsultants or subcontractors, then Grantee shall ensure that
<br />each such subconsultant and subcontractor (and subsequent tiers of subconsultants and
<br />subcontractors) shall expressly agree to defend and indemnify the City to the extent and on the
<br />same terms and conditions as the Grantee pursuant to this section.
<br /> B. The Grantee agrees to release, indemnify and promises to defend and save
<br />harmless the City and its officers, agents and employees from any and all liability of any nature
<br />or kind, including all costs and legal expenses, for or on account of any patented or unpatented
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