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EXHIBIT B <br />ARTICLE IV-LIABILITY <br />A. The GRANTEE waives all claims and recourse against the DEPARTMENT including the <br />right to contribution for any loss or damage arising from, growing out or in any way <br />connected with or incident to this CONTRACT. <br />B. The GRANTEE shall indemnify, hold harmless, and defend the DEPARTMENT, its officers, <br />agents and employees against any and all claims, demands, damages, costs, expenses or <br />liability arising out of the acquisition, design, construction, operation, maintenance, existence <br />or failure of the PROJECT. <br />C. If the DEPARTMENT is named as a co-defendant pursuant to Government Code Sections <br />895, et seq, the GRANTEE shall notify the DEPARTMENT and represent it unless the <br />DEPARTMENT elects to represent itself. If the DEPARTMENT undertakes its own defense, it shall <br />bear its own litigation costs, expenses and attorney's fees. <br />ARTICLE V -WAIVER OF RIGHTS <br />It is the intention of the parties hereto that from time to time either party may waive certain of its rights under <br />this CONTRACT. Any waiver at this time by either party hereto of its rights with respect to a default or any <br />other matter arising in connection with CONTRACT, shall not be deemed to be a waiver with respect to any <br />other default or matter. <br />ARTICLE VI -REMEDIES NOT EXCLUSIVE <br />The use be either the DEPARTMENT or the GRANTEE of any remedy specified in the CONTRACT for the <br />enforcement of the CONTRACT is not exclusive and shall not deprive the party using such remedy of, or limit <br />the application of, any other remedy provided by law. <br />ARTICLE VII - OPIlVIONS AND DETERNIINATIONS <br />Where the terms of this CONTRACT provide for action to be based upon the opinion, judgment, approval, <br />review, or determination of either the DEPARTMENT or GRANTEE, such terms are not intended to be and <br />shall never be construed as permitting such opinion, judgment, approval, review, or determination to be <br />arbitrary, capricious, or unreasonable. <br />ARTICLE VIII -ASSIGNMENT <br />No assignment or transfer of this CONTRACT or any part hereof, rights hereunder, or interest herein <br />by GRANTEE shall be valid unless and until it is approved in writing by the DEPARTMENT and <br />made subject to such reasonable terms and conditions as the DEPARTMENT may impose. <br />ARTICLE IX -SUCCESSORS AND ASSIGNS OBLIGATED <br />3 <br />