2014/05/21 Council Agenda Packet

Integrated Agreement;Modification. This Permit constitutes the entire agreement and understanding of the parties with respect to the subject matter of the Permit and supersedes all prior negotiations and representations. This Permit may not be modified except in writing signed by the parties. The parties agree to execute any additional documents reasonably necessary to effectuate the provisions and purposes of this Permit. Severability. If any provision of this Permit is held to be invalid or unenforceable,this provision shall not affect or invalidate the remainder of this Permit, and to this end the provisions of this Permit are declared to be severable. If any such invalidity becomes known or apparent to the parties,the parties agree to negotiate promptly in good faith in an attempt to amend such provision as nearly as possible to be consistent with the intent of this Permit. Waiver. Failure of either party to insist upon the strict performance of any of the terms and conditions of this Permit, or failure to exercise any rights or remedies provided in this Permit or by law, or to notify the other party in the event of breach, shall not release the other party of any of its obligations under this Permit,nor shall any purported oral modification or rescission of this Permit by either party operate as a waiver of any of the terms hereof. No waiver by either party of any breach, default, or violation of any term,warranty, representation, agreement, covenant,right, condition, or provision of this Permit shall constitute waiver of any subsequent breach, default,or violation of the same or other term,warranty, representation, agreement, covenant,right, condition, or provision. Assignment. This Permit, and any of the rights granted herein, shall not be assigned without prior written consent of Grantor,except that said rights granted herein may be used by any Permittee,while engaged in the Grantee's operations. Construction. The terms of this Permit shall be given their ordinary meaning unless defined herein and shall not be presumptively construed against either party. Exhibits. All exhibits referred to in this Permit are deemed to be incorporated in this Permit in their entirety. Headings. The headings in this Permit are for convenience only and are not intended to, and shall not be construed to, limit, enlarge, or affect the scope or intent of this Permit nor the meaning of any of its provisions. State to Private RUP Page 8 of 14 Road Use Permit No 50-091200 37