Legal Permit Confirmation

LEGAL PERMIT CONFIRMATION

This Legal Permit Confirmation ("Confirmation") is entered into as of by and between Permit Holder: and Recipient: .

RECITALS

WHEREAS, Permit Holder has applied for, and has been issued, one or more permits, approvals or licenses necessary for the performance of work described herein (collectively, "Permit" or "Permits") by the governmental or regulatory authority identified below;

WHEREAS, the Permits authorize the performance of specified work at the project location and include conditions, inspections and obligations that must be satisfied to maintain the Permit in full force and effect;

WHEREAS, the parties desire to document, confirm and allocate responsibility for the status, conditions and documentation of the Permits as set forth in this Confirmation.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

Unless otherwise defined herein, capitalized terms shall have the meanings set forth in this Confirmation. "Permit" or "Permits" means the permit(s) identified in Section 2 together with all applicable conditions, plans, drawings, approvals, amendments and supplements.

2. PERMIT DETAILS AND CONFIRMATION

Permit Holder hereby certifies that the information below accurately describes the current status of the Permit and any conditions or actions required to maintain the Permit.

Fee paid in full    Amount Paid:

A complete copy of the Permit, including all conditions, drawings and endorsements, is attached to this Confirmation.

3. REPRESENTATIONS AND WARRANTIES

Permit Holder represents and warrants to Recipient that: (a) the Permit identified in Section 2 is validly issued and in full force and effect on the Effective Date; (b) Permit Holder has complied with all material conditions precedent required for issuance of the Permit; (c) there are no pending revocations, suspensions, stop-work orders or material notices of violation related to the Permit other than those disclosed in writing to Recipient; and (d) all statements, documents and exhibits delivered in connection with this Confirmation are true, complete and not misleading in any material respect.

4. COMPLIANCE AND OBLIGATIONS

Permit Holder shall promptly comply with and cause any contractor or subcontractor to comply with all terms and conditions of the Permit and all applicable laws, ordinances and regulations. Permit Holder shall promptly notify Recipient in writing of any notice of violation, enforcement action, or other governmental action affecting the Permit or the permitted work. Where corrective action or additional permitting is required, Permit Holder shall diligently pursue such action at its sole cost and expense unless expressly agreed otherwise in writing.

5. INDEMNIFICATION

To the fullest extent permitted by law, Permit Holder shall indemnify, defend and hold harmless Recipient and its officers, directors, employees and agents from and against any and all claims, losses, liabilities, fines, penalties, damages and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (a) a breach of Permit Holder's representations, warranties or obligations under this Confirmation; (b) any failure to obtain, maintain or comply with the Permit; and (c) any acts or omissions of Permit Holder or its contractors that give rise to enforcement actions or third party claims.

6. INSURANCE

Permit Holder shall maintain insurance coverages reasonably appropriate to the scope of the work and any liability arising from the Permit, including commercial general liability and workers' compensation as required by applicable law. Permit Holder shall provide evidence of such insurance upon request.

Certificate attached

7. NOTICES

All notices under this Confirmation shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate by notice.

8. AMENDMENTS

This Confirmation may be amended or modified only by a written instrument executed by both parties. No course of dealing, performance, or failure to enforce any right shall be deemed an amendment or waiver.

9. WAIVER

No waiver by any party of any breach or default shall be deemed a waiver of any subsequent breach or default. Any waiver must be in writing and signed by the waiving party.

10. COUNTERPARTS

This Confirmation may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

11. GOVERNING LAW

This Confirmation shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles.

12. ENTIRE AGREEMENT

This Confirmation constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

13. SEVERABILITY

If any provision of this Confirmation is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

CERTIFICATION

Each party executing this Confirmation certifies that the signatory is authorized to execute this Confirmation on behalf of the party and that the information and representations contained herein are true and correct to the best of the signatory's knowledge as of the date of signature.

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