under this contract is that of lender-borrower, not employer-employee. No agent, employee, or
<br /> servant of the BORROWER shall be, or shall be deemed to be, an employee, agent, or servant
<br /> 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
<br /> during the term of this contract.
<br /> 6. 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,
<br /> deletion, or other amendment hereto shall have any force or effect whatsoever unless
<br /> embodied herein in writing. No subsequent novation, renewal, addition, deletion, or other
<br /> amendment hereto shall have any force or effect unless embodied in a written contract
<br /> executed and approved pursuant to STATE fiscal rules, unless expressly provided for herein.
<br /> 7. In Event Of A Conflict. In the event of conflict between the terms of this contract and
<br /> conditions as set forth in any of the appendices, the provisions of this contract shall control.
<br /> 8. STATE May Release Contract. In its sole discretion, the STATE may at any time give any
<br /> consent, deferment, subordination, release, satisfaction, or termination of any or all of the
<br /> BORROWER'S obligations under this contract, with valuable consideration, upon such terms and
<br /> conditions as the STATE may determine to be advisable to further the purposes of this contract
<br /> or to protect the STATE'S financial interest therein, and consistent with both the statutory
<br /> purposes of this Contract and the limitations of the statutory authority under which it is made.
<br /> 9. Casualty and Eminent Domain. If, at any time, during the term of this contract, (a) the
<br /> BORROWER'S PROJECT facilities including buildings or any portion thereof, are damaged or
<br /> destroyed, in whole or in part, by fire or other casualty, or (b) title to or use of the PROJECT
<br /> facilities or any part thereof shall be taken under the exercise of the power of eminent domain,
<br /> the BORROWER shall cause the net proceeds of any insurance claim or condemnation award to
<br /> be applied to the prompt replacement, repair and restoration of the PROJECT facilities or any
<br /> portion thereof, or to repayment of this loan. Any net proceeds remaining after such work has
<br /> been completed shall be retained by the BORROWER. If the net insurance proceeds are
<br /> insufficient to pay the full cost of the replacement, repair and restoration, the BORROWER shall
<br /> complete the work and pay any cost in excess of the net proceeds. In the event Borrower opts
<br /> to repay the loan, Borrower shall remain responsible for the full loan amount outstanding
<br /> regardless of the amount of such insurance proceeds or condemnation award.
<br /> 10. Captions. The captions and headings contained in thiscontract are for convenience and
<br /> reference only and shall not be construed so as to define. or 'imit the terms or provisions
<br /> contracted herein.
<br /> 11. STATE'S Approval. This contract requires review and approval of plans, specifications, and
<br /> various other technical and legal documents. The STATE'S rev evv of thele documents is only
<br /> for the purpose of verifying BORROWER'S compliance with this Contract and shall not be
<br /> construed or interpreted as a technical review or approval of the actual design or construction
<br /> of the PROJECT. Notwithstanding any consents or approvals given to the BORROWER by the
<br /> STATE on any such documents, BORROWER and its CONSULTANT, by preparing any such
<br /> documents, shall be solely responsible for the accuracy and completeness of any of said
<br /> documents.
<br /> 12. Waiver. The waiver of any breach of a term of this contract shall not be construed as a waiver
<br /> of any other term, or of any subsequent breach of the same term.
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