Resolutions-2025-009

b. Notices to Coralville: City of Coralville, Iowa 1512 7th Street, P. O.Box 5127 Coralville, Iowa 52241 ATTN: City Administrator S. Severability If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 9. Assignment This Agreement shall not be Assigned without the consent of all parties. Hold Harmless 10. Indemnification/ Each party agrees to release, indemnify and hold the other party, their officers and employees harmless from and against any and all liabilities, damages, business interruptions, delays, losses, claims, judgments, of any kind whatsoever, including all costs, attorneys' fees, and reason of any expenses incidental thereto, which may be suffered by, or charged to, the party by loss or damage to any property or injury to or death of any person arising out of or by reason of performance by the other parties or their servants, employees or any breach, violation or non- agents of any covenant or condition of this Agreement or by any act or failure to act of those persons. However, no party seeking indemnification shall be indemnified if the losses, claims, . other damages resulted from the gross negligence or intentional misconduct of the expenses, or s employees or agents) that is seeking indemnification. Cities shall not be party ( or such party' liable for,their failure to perform. this Agreement or for any loss, injury, damage or delay of any naturewhatsoever resulting therefrom caused by any act of God, fire,flood, accident, strike, labor dispute, riot,insurrection, war or any other cause beyond the control of Cities. This does not waive to Cities or County under Section 670. 4 any of the defenses of governmental immunity available of the Code of Iowa, as it now exists and as it may be amended from time to time. Waiver The waiver by a party of any covenant or condition of this Agreement shall not thereafter preclude such partyfrom demanding performance in accordance with the terms of this Agreement. 12. Cooperation and conflict resolution The Cities enter into this agreement understanding the importance of working together and acting in good faith in order to provide benefits to each City and ultimately their citizens. It is with this in mind that the Cities commit to resolving all issues and, when good cause exists, amending this agreement. 4