Resolutions-2022-074

with outstanding claims for payment on the public contract at issue. To the extent any subcontractors or suppliers now or in the future require payment on the public contract but who have not been paid out of the retainage, Carter agrees it is responsible for payment of the same, and shall further indemnify, defend and hold harmless the City for said claims. 6. GENERAL PROVISIONS. SeveraWilly. If any term of this Agreement is deemed unenforceable a) or invalid for any reason, that term shall be severed from this Agreement and the remaining terms of this Agreement shall be given affect to the greatest extent possible without the unenforceable or invalid provision. Integraton. This Agreement constitutes the entire understanding and b) intent of the parties. This Agreement supersedes all prior negotiations, discussions, and representations by the parties. It may not be modified unless the modification is done through a written document signed by all parties. This Agreement is made solely in reliance upon each of the parties' own knowledge, belief and judgment. No representations have been on matters that include, without limitation, issues relating to the tax consequences of this Agreement. c)No Admission. This Agreement is part of a settlement of uncertain and disputed claims and is not an admission of any liability or fact of any kind whatsoever. Knowledge. All parties to this Agreement are represented by Counsel/ d) attorneys. All parties are signing this Agreement solely upon their own knowledge, belief and judgment and not upon any representation made by any other party. e)Applicable Law. This Agreement shall be construed pursuant to the laws of the State of Iowa. This Agreement shall not be construed either in favor of one party or against one party, but pursuant to the fair and reasonable interpretation of the language used. f)Additional Documents. All parties agree to take any additional action, such as, but without limitation, executing supplemental, administrative, or clerical documents that are necessary or appropriate to give full force and effect to the terms and intentions of this Agreement.