(A) Waiver of breach. The waiver by either party of any breach or violation of any provision of this franchise shall not be deemed to be a waiver or a continuing waiver of any subsequent breach or violation of the same or any other provision of this franchise.
(B) Severability of provisions. If any one or more of the provisions of this franchise is held by a court of competent jurisdiction to be invalid or unenforceable or preempted by federal or state laws or regulations, such provision(s) shall be deemed severable from the remaining provisions of this franchise and shall not affect the legality, validity, or constitutionality of the remaining portions of this franchise.
(C) Governing law and choice of forum. This franchise shall be governed and construed by and in accordance with the laws of the State of Oregon without reference to its conflicts of law principles. If suit is brought by a party to this franchise, the parties agree that trial of such action shall be vested exclusively in the state courts of Oregon, County of Washington, or in the United States District Court for the District of Oregon.
(D) Representations and warranties. Each of the parties to this franchise represents and warrants that it has the full right, power, legal capacity, and authority to enter into and perform the parties’ respective obligations hereunder and that such obligations shall be binding upon such party without the requirement of the approval or consent of any other person or entity in connection herewith.
(E) No third party beneficiaries. Nothing in this franchise shall be construed or applied to create rights in or grant remedies to any third party as a beneficiary of this franchise or any duty or obligation established in this franchise.
(F) Independent contractor status. When performing under this franchise, grantee shall be an independent contractor and not an agent, employee or representative of the city in the performance of work pursuant to this franchise. No term or provision of this franchise, or act of the grantee or its agents shall be construed as changing that status.
(G) Amendment of franchise. This franchise may not be amended, except pursuant to a written instrument signed by grantee and approved by the Banks City Council.
(H) Acceptance. Within 30 days after the Council adopts this franchise ordinance and the Mayor signs the franchise ordinance grantee shall file with the City Recorder a written unconditional acceptance of this franchise. If grantee fails to file its acceptance, this franchise chapter shall be void, unless the city grants grantee an extension of time.
(I) Entire agreement. This franchise contains the entire understanding between the parties with respect to the subject matter herein. There are no representations, agreements, or understandings (whether oral or written) between or among the parties relating to the subject matter of this franchise that are not fully expressed herein.
(Ord. 2008-04-01, passed 4-8-2008; Ord. 2010-04-01, passed 5-13-2010)