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4 <br /> <br /> A. All plans, reports, maps and any other document published or otherwise completed <br />as a part of this Contract shall be made available to the City for inspection upon request by the <br />City. <br /> B. All documents and records maintained by the Contractor 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 Contractor under this Contract shall be the property of the Contractor. <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 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 />XII. Hold Harmless Provision <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, <br />or incident to (1) any breach of this Contract or (2) any negligent or intentional acts, errors, <br />omissions, or conduct by Contractor (or its employees, agents, representatives <br />subcontractors/subconsultants) relating to this Contract. The Contractor is obligated to defend <br />and indemnify and hold harmless the City pursuant to this section whether a Claim is asserted <br />directly against the City, or whether it is asserted indirectly against the City, e.g., a Claim is