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<br />2. Contract Is Not Assignable. This contract is not assignable by the BORROWER except with the prior
<br />written approval of the STATE.
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<br />3. Contract Relationship. The parties to this contract intend that the relationship between them
<br />contemplated by this contract is that of lender-borrower, not employer-employee. No agent,
<br />employee, or servant of the BORROWER shall be, or shall be deemed to be, an employee, agent, or
<br />servant of the STATE. The BORROWER shall be solely and entirely responsible for its acts and the acts
<br />of its agents, employees, servants, engineering firms, construction firms, and subcontractors during
<br />the performance of this contract.
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<br />4. Complete Integration Of All Understandings. This agreement is intended as the complete
<br />integration of all understandings between the parties. No prior or contemporaneous addition, deletion,
<br />or other amendment hereto shall have any force or effect whatsoever unless embodied herein in.
<br />writing. No subsequent novation, renewal, addition, deletion, or other amendment hereto shall have
<br />any force or effect unless embodied in a written contract executed and approved pursuant to STATE
<br />fiscal rules, with the exception of the Revision Letter as described in the Changes Provision of this
<br />contract.
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<br />5. Eligible Expenses. PROJECT costs eligible for refinancing by the STATE shall be limited to the
<br />repayment of the BORROWER'S USBR Loan.
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<br />6. Disbursement Of Loan Funds. No later than fi~ft.. days from the effective date of this
<br />contract, the BORROWER shall request, in writing, .tha .. .....TE r ,portion of the USBR Loan in
<br />the amount of $2,000,000, using the proceeds"" .. an,. I the USBR. The STATE shall
<br />notify the BORROWER when it transmits the reques~ und . h; BR.
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<br />7. STATE May Release Contract. In its sole discreti ,he ATE may at any time give any consent,
<br />deferment, . subordination, release, satisfaction ination of any or all of the BORROWER'S
<br />obligations under this contract, with valuable con ation, upon such terms and conditions as the
<br />STATE may determine to be advisable to further the purposes of this contract or to protect the STATE'S
<br />financial interest therein, and consistent with both the statutory purposes of this contract and the
<br />limitations of the statutory authority under which it is made.
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<br />8. Casualty And Eminent Domain. If, at any time, during the term of this contract, (a) the BORROWER'S
<br />PROJECT facilities and/or property pledged as collateral for this loan, including buildi~gs or any portion
<br />thereof, are damaged or destroyed, in whole or in part, by fire or other casualty, or (b) title to or use of
<br />the PROJECT facilities or any part thereof shall be taken under the exercise of the power of eminent
<br />domain, the BORROWER shall cause the net proceeds of any insurance claim or condemnation award
<br />to be applied to the prompt replacement, repair and restoration of the PROJECT facilities or any portion
<br />thereof. Any net proceeds remaining after such work has been completed shall be paid to the
<br />BORROWER. If the net proceeds are insufficient to pay the full cost of the replacement, repair and
<br />restoration, the BORROWER shall complete the work and pay any cost in excess of the net proceeds.
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<br />9. Captions. The captions and headings contained in this contract are for convenience and reference
<br />only and shall not be construed so as to define or limit the terms or provisions contracted herein.
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<br />10. STATE'S Approval. This contract requires review and approval of plans, specifications, and various
<br />other technical and legal documents. The STATE'S review of these documents is only for the purpose
<br />of verifying BORROWER'S compliance with this contract and shall not be construed or interpreted as a
<br />technical review or approval of the actual design or construction of the PROJECT rehabilitation.
<br />Notwithstanding any consents or approvals given to the BORROWER by the STATE on any such
<br />documents, BORROWER and its CONSULTANT, by preparing any such documents, shall be solely
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<br />Upper Yampa Water Conservancy District
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