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<br />to the City and become the property of the City. If the Contract is terminated in this manner for
<br />other than material breach, the City shall pay Grantee for obligations incurred in accordance
<br />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, Grantee shall not be relieved
<br />of liability to the City for costs, if any, assessed against the City as a result of Grantee's actions
<br />or failure to act under this Contract. The City may withhold payment to Grantee for the
<br />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, 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. 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. Grantee’s duty to
<br />defend and indemnify and hold harmless pursuant to this section is not in any way limited to, or
<br />by the extent of, insurance obtained by, obtainable by, or required of Grantee. Grantee shall not
<br />indemnify the City for Claims caused solely by the negligence of the City. As used in this section:
<br />(1) “City” includes the City’s officers, employees, agents, and representatives and (2) “Claims”
<br />include, but is not limited to, any and all losses, claims, demands, expenses (including, but not
<br />limited to, attorney’s fees and litigation expenses), suits, judgments, or damage, irrespective of
<br />the type of relief sought or demanded, such as money or injunctive relief, and irrespective of
<br />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, Grantee employs or
<br />engages subconsultants or subcontractors, then Grantee shall ensure that each such
<br />subconsultant and subcontractor (and subsequent tiers of subconsultants and subcontractors)
<br />shall expressly agree to defend and indemnify the City to the exten t and on the same terms and
<br />conditions as Grantee pursuant to this section.
<br /> B. Grantee agrees to release, indemnify and promises to defend and save harmless
<br />the City and its officers, agents and employees from any and all liability of any nature or kind,
<br />including all costs and legal expenses, for or on account of any patented or unpatented
<br />invention, process, article or appliance manufactured for use in the performance of the
<br />Contract, including its use by the City unless otherwise specifically stipulated in this Contract.
<br /> C. Grantee shall be responsible for all obligations relating to federal income tax, self -
<br />employment FICA taxes and contributions, and all other employer taxes and contributions,
<br />including but not limited to industrial insurance (Workmen's Compensation), and Grantee
<br />agrees to hold the City harmless and indemnify the City from claims, valid or otherwise, made
<br />to the City because of these obligations.
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