Discussion and Consideration to Award Contract for Mowing and Landscaping Maintenance Services for Nuisance Properties and City-owned Properties on an as-needed basis – Motion to Approve — K-3

withhold Quality Care’s material or equipment. The Client, its agents, employees or representatives shall be liable to Quality Care in damages for any withholding thereof after demand therefore by Quality Care. 4.02 AGREEMENT OF THE PARTIES This Agreement supersedes any, and all, agreements, either oral or written, between the parties hereto with respect to the subject matter hereof. Each party to this Agreement acknowledges that no representation, inducements, promises, agreements oral or otherwise, have been made by any party, anyone acting on behalf of any parties, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. 4.03 PARTIAL INVALIDITY Each clause, covenant and obligation set forth in this Agreement is separate and distinct from every other restrictive covenant, clause and obligation set forth herein, and in the event of the invalidity of any clause, covenant or obligation, the remaining clauses, covenants and obligations shall be deemed independent and devisable and in full force and effect. 4.04 MODIFICATION AND AMENDMENT The parties may amend this Agreement at any time upon mutual written agreement of the parties. No amendment, waiver, change, modification, or termination of any of the terms, provisions or conditions of this Agreement shall be effective unless and until reduced to writing and signed by both parties. 4.05 WAIVER No waiver of default, by any party, hereunder shall be implied from any omission by a party to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver, and that only for the time and to the extent therein stated. One or more waivers of any covenant, term or condition of this Agreement by a party shall not be construed to be a waiver of any subsequent breach of the same covenant, term or condition. The consent or approval of any party shall not be deemed to waive or render unnecessary the consent or approval of said party of any subsequent or similar acts or omissions by a party. 4.06 ASSIGNMENT This Agreement may be assigned by Quality Care at its sole and absolute discretion. 4.07 INUREMENT This Agreement shall inure to the benefit of, and shall be binding upon, the permitted assigns, successors in interest, personal representatives, estate heirs, and legatees of each of the parties hereto. 4.08 GOVERNING LAW This Agreement shall be governed by the laws of Iowa. All claims, disputes or other controversies between Quality Care and the Client arising out of or relating to Quality Care or the breach thereof shall be decided by litigation filed and venued in Polk County, Iowa, unless Quality Care elects to have such claim, dispute or controversy resolved by arbitration. Either party has the right to proceed to arbitration to settle disputes or other controversy between Quality Care and the Client, or between the Client and a sub-contractor. It shall be the responsibility of Quality Care to continue to perform any and all Work and perform all of its services diligently and in good and professional manner in conformity with the Contract. Client shall have no right to cease performance hereunder or to permit the prosecution of the Work to be delayed. 4.09 RIGHTS AND REMEDIES BY LAW Duties and obligations imposed by the Contract Documents and rights and remedies available there under shall be in addition to and not a limitation of duties, obligation, rights, and remedies otherwise imposed or Contractor Initials: Client Initials: Page 7 of 9