2014/05/21 Council Agenda Packet

3 Notwithstanding the foregoing, State's obligation to defend, indemnify, and hold harmless the Grantor from any judgment, decree or arbitration award shall extend only to the percentage of negligence of State and its Permittee in contribution to such claim. State waives its immunity under Title 51 RCW only to the extent it is required to indemnify, defend and hold harmless Grantor and its Permittee. This indemnification shall survive the expiration or termination of the permit. Notice. Unless otherwise specified herein, any notices required or permitted under this Permit may be delivered personally, sent by facsimile machine or mailed certified,return receipt requested, to the following addresses or to such other place as the parties hereafter direct. Notice will be deemed given upon delivery or upon confirmation of facsimile,whichever is applicable. To State: To Grantor: DEPARTMENT OF NATURAL RESOURCES City of Everett Northwest Region 3200 Cedar Street 919 North Township Street Everett, WA 98201 Sedro-Woolley,WA 98284 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. Private To State RUP 5 of 12 Road Use Permit No. 55-091210 47