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IX. 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 delivered
<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 the Contractor 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 not
<br /> 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 Contractor's
<br /> actions or failure to act under this Contract. The City may withhold payment to the Contractor for
<br /> the purpose of setoff until the exact amount of any such costs is determined.
<br /> X. Hold Harmless Provision
<br /> A. Except as otherwise provided in this paragraph, the Contractor hereby agrees to defend and
<br /> indemnify the City from any and all Claims arising out of, in connection with, or incident to any
<br /> negligent or intentional acts, errors, omissions, or conduct by Contractor (or its employees, agents,
<br /> representatives subcontractors/subconsultants) relating to this Contract. The Contractor is obligated
<br /> to defend and indemnify the City pursuant to this paragraph 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 against
<br /> someone else who then seeks contribution or indemnity from the City. The Contractor's duty to
<br /> defend and indemnify pursuant to this paragraph is not in any way limited to, or by the extent of,
<br /> insurance obtained by, obtainable by, or required of the Contractor. The Contractor shall not
<br /> indemnify the City for Claims caused solely by the negligence of the City. As used in this
<br /> paragraph: (1) "City" includes the City's officers, employees, agents, and representatives and (2)
<br /> "Claims" include, but is not limited to, any and all losses, claims, demands, expenses(including, but
<br /> not 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 damages,
<br /> 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
<br /> defend and indemnify the City to the extent and on the same terms and conditions as the Contractor
<br /> pursuant to this paragraph.
<br /> B. The Contractor 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 invention,
<br /> process, article or appliance manufactured for use in the performance of the Contract, including its
<br /> use by the City unless otherwise specifically stipulated in this Contract.
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