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<br />4. Complete integration of all understandings. This agreement is intended as the complete integration of
<br />all understandings between the parties. No prior or contemporaneous addition, deletion, or other amendment
<br />hereto shall have any force or effect whatsoever unless embodied herein in writing, No subsequent notation,
<br />renewal, addition, deletion, or other amendment hereto shall have any force or effect unless embodied in a
<br />written contract executed and approved pursuant to STATE fiscal rules.
<br />
<br />5. Eligible expenses. PROJECT construction costs eligible for financing by the STATE shall be limited to the
<br />cost of:
<br />
<br />a. Preparing final designs and specifications for the PROJECT.
<br />
<br />b, Preparing bid and construction contract documents.
<br />
<br />c. Preparing environmental assessment or environmental impact statements, and otherwise complying
<br />with the Federal National Environmental Policy Act.
<br />
<br />d, Complying with all federal, state, and local regulatory requirements, including the obtaining of all
<br />required permits.
<br />
<br />e. Fish and wildlife mitigation measures required by federal, state, or local laws and regulations.
<br />
<br />f. Actual construction as called for in the design documents and in change orders approved by the
<br />STATE, the BORROWER, the CONSULTANT and the CONSTRUCTION FIRM.
<br />
<br />g. Engineering services for construction management, including design and construction management
<br />for STATE-approved change orders.
<br />
<br />h. Legal services for reviewing engineering services contracts, reviewing this contract, reviewing
<br />construction contract documents, acquiring the land and water rights needed for the PROJECT, and for
<br />complying with all federal, state, and local regulatory requirements. Legal services must be approved
<br />by the STATE in writing before they are rendered to be eligible for payment by the STATE.
<br />
<br />6. STATE may release contract at its option, 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 BORROWER'S
<br />obligations under this contract with or without valuable consideration, upon such terms and conditions as the
<br />STATE may determine to be:
<br />
<br />a. advisable to further the purposes of this contract or to protect the STATE'S financial interest therein,
<br />and
<br />
<br />b. consistent with both the statutory purposes of this contract and the limitations of the statutory
<br />authority under which it is made,
<br />
<br />7. Casualty and eminent domain. If, at any time, during the term of this contract, (a) the BORROWER'S
<br />PROJECT facilities which are pledged as collateral for this loan, including buildings or any portion thereof, are
<br />damaged or destroyed, in whole or in part, by fire or other casualty, or (b) title to or use of the PROJECT facilities
<br />or any part thereof shall be taken under the exercise of the power of eminent domain, the STATE and the
<br />BORROWER shall cause the net proceeds of any insurance claim or condemnation award to be applied to the
<br />prompt replacement, repair and restoration of the PROJECT facilities or any portion thereof. Any net proceeds
<br />remaining after such work has been completed shall be paid to the BORROWER. If the net proceeds are
<br />insufficient to pay the full cost of the replacement, repair and restoration, the BORROWER shall compiete the
<br />work and pay any cost in excess of the net proceeds (provided, however, that the BORROWER shall be obligated
<br />to pay any such cost in excess of net proceeds only to the extent of any moneys available therefor in any funds
<br />created under this contract).
<br />
<br />ELMWOOD LATERAL DITCH COMPANY
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<br />Page 8 of 11
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<br />LOAN CONTRACT
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