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EVERETT <br /> WASHINGTON <br /> VIII. Ownership of Projects Materials <br /> A. Except as provided in Section IX of this Contract, all finished or unfinished <br /> documents, data, studies, surveyors, drawings, maps, models, photographs, films, duplicating <br /> plates and reports prepared by the Contractor under this Contract shall be the property of the <br /> 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 /> 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 <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 /> X. Hold Harmless Provision <br /> A. Except as otherwise provided in this paragraph, the Contractor hereby agrees to defend <br /> and indemnify the City from any and all Claims arising out of, in connection with, or incident to <br /> any negligent or intentional acts, errors, omissions, or conduct by Contractor (or its employees, <br /> agents, representatives subcontractors/subconsultants) relating to this Contract. The Contractor <br /> is obligated to defend and indemnify the City pursuant to this paragraph whether a Claim is <br /> asserted directly against the City,or whether it is asserted indirectly against the City, e.g., a Claim <br /> is asserted against someone else who then seeks contribution or indemnity from the City. The <br /> 2019 Human Needs Contracts 4 <br />