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IX. Termination
<br /> A. The City may terminate this Contract at any time with or without cause by giving written
<br /> notice to the Contractor and specifying the effective date. In such event, all finished or unfinished
<br /> documents, data, studies, surveys, drawings, maps, models, photographs, films, duplicating plates and
<br /> reports prepared by the Contractor under this Contract shall then be delivered to the City and become the
<br /> property of the City. If the Contract is terminated in this manner for other than material breach,the City
<br /> shall pay the Contractor for obligations incurred in accordance with the terms of this Contract through
<br /> 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 relieved of
<br /> liability to the City for costs, if any, assessed against the City as a result of Contractor's actions or failure
<br /> to act under this Contract. The City may withhold payment to the Contractor for the purpose of setoff
<br /> 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 to
<br /> defend and indemnify the City pursuant to this paragraph whether a Claim is asserted directly against the
<br /> City, or whether it is asserted indirectly against the City, e.g., a Claim is asserted against someone else
<br /> who then seeks contribution or indemnity from the City. The Contractor's duty to defend and indemnify
<br /> pursuant to this paragraph is not in any way limited to, or by the extent of, insurance obtained by,
<br /> obtainable by, or required of the Contractor. The Contractor shall not indemnify the City for Claims
<br /> caused solely by the negligence of the City. As used in this paragraph: (1) "City" includes the City's
<br /> officers, employees, agents, and representatives and (2) "Claims" include, but is not limited to, any and
<br /> all losses, claims, demands, expenses (including, but not limited to, attorney's fees and litigation
<br /> expenses), suits, judgments, or damage, irrespective of the type of relief sought or demanded, such as
<br /> money or injunctive relief, and irrespective of whether the damage alleged is bodily injury, damage to
<br /> property, economic loss, general damages, special damages, or punitive damages. If, and to the extent,
<br /> Contractor employs or engages subconsultants or subcontractors, then Contractor shall ensure that each
<br /> such subconsultant and subcontractor (and subsequent tiers of subconsultants and subcontractors) shall
<br /> expressly agree to defend and indemnify the City to the extent and on the same terms and conditions as
<br /> the Contractor pursuant to this paragraph.
<br /> B. The Contractor agrees to release, indemnify and promises to defend and save harmless the
<br /> City and its officers, agents and employees from any and all liability of any nature or kind, including all
<br /> costs and legal expenses, for or on account of any patented or unpatented invention,process, article or
<br /> appliance manufactured for use in the performance of the Contract, including its use by the City unless
<br /> otherwise specifically stipulated in this Contract.
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