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<br />Article 3. Scope of Work and Funding <br /> <br />The work to be accomplished by the State is described in Exhibit B. The work to be <br />accomplished by the Recipient is described in Exhibit C. Exhibits Band C are attached hereto <br />and made parts of this agreement. Funding obligations for the State and funding obligations for <br />the Recipient are described in Exhibits Band C, respectively. <br /> <br />Article 4. Indemnification <br /> <br />The Recipient shall indemnify and hold harmless the State, its officers and employees, to the <br />extent allowable by law, from all claims and liabilities due to the activities of the Recipient, its <br />agents, contractors, officers and employees performed under this agreement and which result <br />from an error, omission or negligent act of the Recipient or any person employed or contracted <br />by the Recipient. The Recipient shall also indemnify and hold harmless, the State, its officers <br />and employees, to the extent allowable by law, from any and all expenses, including attorneys <br />fees which might be incurred by the State, its officers and employees in litigation or otherwise <br />resisting said claim or liabilities which might be imposed on the State as the result of such <br />activities by the Recipient, its agents or employees. <br /> <br />Article 5. Termination <br /> <br />A. This agreement may be terminated by any of the following conditions: <br /> <br />I. By mutual agreement and consent of all parties or by any party, upon thirty (30) days <br />written notice to the other parties. <br /> <br />2. By the State giving written notice to the Recipient as a consequence of the Recipient's <br />failure to satisfactorily perform the responsibilities and obligations set forth in this <br />agreement. Proper allowance will be made for circumstances beyond the control of the <br />Recipient, as determined by the State. The Recipient will be afforded ten (10) days to <br />remedy the breach as outlined by the State. <br /> <br />Where termination is required due to failure of the Recipient to perform its agreed to <br />responsibilities and obligations, the State may move the Historic Bridge to a temporary <br />site or take other action without further consultation with the Recipient. Subject to <br />concurrence of the SHPO, such actions may include demolition. <br /> <br />B. Termination of this agTeement shall extinguish all rights, duties, obligations and liabilities of <br />the State and Recipient under this agreement. <br /> <br />Article 6. Civil Rights Compliance <br /> <br />The Recipient agrees to comply with the Civil Rights requirements established in 49 CFR 21 and <br />23 CFR 71O.405(b), hereby incorporated by reference and made a part of this agreement. <br /> <br />Page 3 of 5 <br /> <br />Design Division <br />8-99(D)-2 <br />