2. Consideration of an Agreement of Sale of Goods with the City of Coralville – Motion to Approve

5. Invoicing and Payment: One invoice will be submitted to the PURCHASER by OWNER once informed hauling has concluded and tickets have been submitted up to 55,000 cubic yards maximum. Payment due in forty-five (45) days. II. GENERAL CONDITIONS A. Time of Completion: The PURCHASER shall complete the hauling and removal of up to 55,000 cubic yards of suitable fill dirt by Friday, July 18, 2025. PURCHASER does hereby acknowledge and agrees that TIME IS OF THE ESSENCE of this agreement and thus, failure by the PURCHASER to timely render and perform said Work in accordance with the approved schedule shall constitute a material breach of this Agreement. B. Assignment Prohibited: This Agreement shall not be assigned or in any manner transferred by the PURCHASER without the express written consent of the OWNER. C. Independent Contractor/SubContractors: It is hereby expressly acknowledged and agreed by the PURCHASER and OWNER that the engagement of the PURCHASER in connection with the loading and delivery of fill soil shall be separate as an independent contractor and shall be not be at the services of the OWNER. The PURCHASER may retain the services of subcontractors for the purposes of performing its obligations and responsibilities under this Agreement provided that the PURCHASER has provided a list of subcontractors to the OWNER, and further provided that, should the PURCHASER so engage subcontractors under the terms of this paragraph, that the PURCHASER shall be solely responsible for compensating any such subcontractors. D. Indemnification: The PURCHASER agrees to fully indemnify, defend, save and hold the OWNER, its officers, representatives, agents, contractors, subcontractors and employees harmless from any and all liability to third parties (including the reimbursement of reasonable legal fees and costs) arising directly or indirectly from the act, error or omission of the PURCHASER, its officers, representatives, agents, contractors, subcontractors or employees in connection this contract. E. Governing Law: This Agreement is to be governed by the laws of the State of Iowa. The parties to this Agreement hereto agree that any action, suit or proceeding based upon any matter, claim or controversy arising under this Agreement shall be brought solely in the state courts located in Johnson County, Iowa or the federal courts located in Linn County, Iowa. The parties hereto irrevocably waive objection to the venue of the above-mentioned courts, including any claim that such action, suit or proceeding has been brought in an inconvenient forum. All parties hereto expressly acknowledge and agree that nothing contained in this Agreement shall be construed to require the parties to submit to mandatory arbitration or mediation in the event of a breach or dispute hereunder. F. Headings: The headings of section of this Agreement are for convenient reference only and shall not be deemed to limit, construe, affect, modify or alter the meaning of such sections.