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<br />2,7 <br /> <br />2.8 <br /> <br />2,9 <br /> <br />2,10 <br /> <br />2.11 <br /> <br />2,12 <br /> <br />2.13 <br /> <br />2.1-1 <br /> <br />2.15 <br /> <br />INDEMNlFlCA TION: The Successful Proposer(s) promises to indemnify. save and hold <br />harmless and defend the State, and all its employees and agents, acting officially or otherwise, <br />from any and all liability, claims, demands actions, debts, and attorney fees arising out of. <br />claimed on account of. or in any manner predicated upon loss or damage to the property of and <br />injuries to, or death of, all persons whatsoever, which may occur, or is sustained in connection <br />wlth the performance of work as a result of award of this RFP, or by conditions created thereby. <br />or based upon any violation of any statute. ordinance. or regulation, and the defense of any such <br />claims or actions. The State is prohibited from indemnifying the successful contractor(s) by law. <br /> <br />SPECIAL PROVISIONS: Any contract that results from this RFP shall be subject to the special <br />provisions listed in the attached Special Provisions Fonn, Exhibit C. <br /> <br />OWNERSHIP OF CONTRACT DOCUMENTS: Any reports, studies. photographs. negatives or <br />other documents or drawings prepared by contractor in the performance of its obligations under <br />this contract shall be the exclusive property of the State. Such materials shall be delivered to the <br />State by the contractor upon completion, termination, or cancellation of this contract. Contractor <br />shall not use, willingly allow, or cause to have such materials used for any purpose other than the <br />performance of contractor's obligations under this contract without the pnor written consent of <br />the State. <br /> <br />lNTEGRATION OF UNDERSTANDlNG: This agreement is intended as the complete <br />integration of all understandings between the parties. No prior or contemporaneous addition. <br />deletion, or other amendment hereto shall have any force or effect whatsoever. unless embodied <br />herein in writing. No subsequent novation. renewal, addition, deletion. or other amendment <br />hereto shall have any force or effect unless embodied in a written contract executed and <br />approved pursuant to the State Fiscal Rules. <br /> <br />SEVERABILITY: To the extent that this contract may be executed and perfonnance of the <br />obligations of the parties may be accomplished within the intent of the contract. the tenns of this <br />contract are severable, and should any tenn or provision hereof be declared invalid or become <br />inoperative for any reason, such invalidity or failure shall not affect the validity of any other term <br />or provision hereof. The waiver of any breach of a term hereof shall not be construed as waiver <br />of any other tenn. <br /> <br />ASSIGNMENT: Neither partv may assign its rights or duties under this contract without the <br />prior written consent of the other party. <br /> <br />BlNDlNG ON SUCCESSORS: Except as herein otherwise provided. this agreement shall inure <br />to the benefit of and be binding upon the parties hereto and their respective successors and <br />assigns. <br /> <br />OTHER CONTRACTORS: The State may undertake or award other contracts for additional or <br />related work. and the Contractor shall fully cooperate with such other contractors and State <br />employees. The State may. at its discretion, pennit review of Contractors interim or final written <br />reports by other contractors who have been engaged to do related work. The State may. at its <br />discretion, request the Contractor to review the work of other contractors and may. from time to <br />time. require the Contractor to meet with other contractors to discuss matters of mutual concern, <br /> <br />TERMlNA TION OF THE CONTRACT: The State shall have the right to terminate this contract <br />for convenience by giving the other party thirty (30) days prior written notice. If notice is so <br />given. this Contract shall terminate on the expiration of the thirty days, and the liability of the <br />parties hereunder for further perfonnance of the terms of this contract shall thereupon 'cease. but <br />the parties hall not be released from the duty to perfonn their obligations up to the date of <br />termination. <br /> <br />The State may, after written notice to the Contractor, and at least ten (10) days opportunity to <br />cure the default or show cause why termination is otherwise not appropriate. termmate the right <br />