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

which Client, directly or indirectly, owns, manage, operates, is employed by, consults with, participates in or is connected with in any manner. 2.03 IRREPARABLE INJURY Both parties agree that the breach of any term of this Agreement by Client will cause irreparable harm and injury to Quality Care and that Quality Care shall be entitled injunctive relief, both temporary, preliminary and final, and both parties agree to the jurisdiction of the equitable powers of the appropriate Court to obtain such relief. If there is a breach of this non-disclosure/non-solicitation covenant, Quality Care shall have the right to sue for damages and the Client shall be liable for the payment of court costs, reasonable attorney’s fees and cost incurred in enforcing this non-disclosure/non-solicitation covenant, including, but not limited to the cost of investigation. 2.04 INFORMED CONSENT Client has carefully read and considered the provisions of this non-disclosure/non-solicitation covenant and having done so agrees that the restrictions set forth in this Agreement are fair and reasonably required for the protection of the interest of Quality Care. 3. LIMITATION OF LIABILITY AND INDEMNIFICATION 3.01 CLAIMS AND LIMITATIONS No action of any character arising from or related to this Contract, or the performance thereof, shall be commenced by either party against the other more than one (1) year after completion or cessation of work by Company. Any damages for which Company may be liable to Client shall not, in any event, exceed the cash payments made to Company by Client. 3.02 INDEMNIFICATION 3.02.1 To the fullest extent permitted by applicable law, Client agrees to indemnify, defend and hold harmless Quality Care and its respective affiliated companies, partners, successors, assigns, heirs, legal representatives, devises, officers, directors, shareholders, employees and agents (herein collectively Indemnitees) for, from and against all damages, liabilities, losses, demands, claims, suits, actions, causes of action, cost, penalties, judgments, and expenses (including, attorney fees, costs and expenses of litigation and of Investigation) due to personal injury or property damage, or both, including, but not limited to, any and all claims, demands, causes of action, proceedings or suits for bodily injury, illness, disease, death, property damage or loss, loss of use, maintenance, cure, or wages (herein collectively Liabilities) directly or indirectly arising out of, or caused by, or resulting from (in whole or in part): (1) Client’s premises, including any acts or omissions by Client or Client’s subcontractors whether employed directly or indirectly, which occur while Quality Care is or is not physically on premises, (2) obstacles that protrude from the surface of the pavement on the Property including but not limited to utilities, water shut offs, electrical boxes, sewer vents, clean outs and any other obstacles on or within 10" of the pavement, (3) pavement that is deteriorated, weakened, frost heaved or installed improperly, (4) incidental damages from the Work to ground cover, shrubbery, landscape lighting, parking curbs, paver bricks, hardscapes, blacktop surfaces, concrete, movement of gravel, (5) injury or damage to the Property or adjoining premises caused by lightning, fire, flood, cloud bursts, or unusual water run-off or other conditions beyond the control of Quality Care existent prior to, during or after the performance of its obligations under this Agreement, (6) delays in performance caused by strikes, weather conditions, and inability to obtain material or any other cause beyond the control of Quality Care, (7) this Agreement, or (8) any act or omission of the Client, any sub-contractor, anyone directly or indirectly employed by them, or anyone that they control or exercise control over except for such Liabilities which are caused by the sole fault or willful misconduct of Indemnitees. Without intending to limit the scope of Liabilities in a way, and to the extent permitted by applicable law, the Client expressly waives its immunity under the applicable workers’ compensation statute in connection with any Indemnities claim for indemnification under this article. Contractor Initials: Client Initials: Page 5 of 9