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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 negligent
<br /> or intentional acts, errors, omissions, or conduct by Contractor (or its employees, agents, representatives
<br /> subcontractors/subconsultants) relating to this Contract. The Contractor is obligated to defend and
<br /> indemnify the City pursuant to this paragraph whether a Claim is asserted directly against the City, or
<br /> whether it is asserted indirectly against the City, e.g., a Claim is asserted against someone else who then
<br /> seeks contribution or indemnity from the City. The Contractor's duty to defend and indemnify pursuant
<br /> to this paragraph is not in any way limited to, or by the extent of, insurance obtained by, obtainable by, or
<br /> required of the Contractor. The Contractor shall not indemnify the City for Claims caused solely by the
<br /> negligence of the City. As used in this paragraph: (1) "City" includes the City's officers, employees,
<br /> agents, and representatives and (2) "Claims" include, but is not limited to, any and all losses, claims,
<br /> demands,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 relief, and
<br /> irrespective of 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, 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 defend
<br /> and indemnify the City to the extent and on the same terms and conditions as the Contractor pursuant to
<br /> 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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