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

3.02.2 The Client’s indemnity obligations under this paragraph shall also specifically include, without limitation, all fines, penalties, damages, liability, costs, expenses (including without limitation, attorney's fees, costs and expenses of litigation and investigation) and punitive damages (if any) arising out of, or in connection with, any (i) violation of or failure to comply with any and all building codes, permitting requirements and rule and regulations promulgated there under that bear upon the performance of the Work by Quality Care, a sub-contractor, or any person or entity for whom either is responsible, (ii) means, methods, procedures, techniques, or sequences of execution or performance of the Work, and (iii) failure to secure and pay for permits, fees, approvals, licenses, and inspections as required, or any violation of any permit or other approval of a public authority applicable to the Work by Quality Care, a sub-contractor, or any person or entity for whom either is responsible. 3.02.3 Client shall promptly advise Quality Care in writing of any action, administrative or legal proceeding, claim, notice or investigation as to which this indemnification may apply, and Client, at the Client’s expense, shall assume on behalf of Quality Care (and the other Indemnitees) and conduct with due diligence and in good faith the defense thereof with council satisfactory to Quality Care, provided, however, that Quality Care shall have the right, at its option, to be represented therein by advisory council of its own selection and at its own expense. In the event of failure by the Client to fully perform in accordance with this indemnification provision, Quality Care, at its option, and without relieving the Client of its obligations hereunder, may so perform, but all costs and expenses so incurred by Quality Care in that event shall be reimbursed by the Client to Quality Care, together with interest on the same from the date any such expense was paid by Quality Care until reimbursed by the Client, at the rate of interest provided to be paid on judgments, by the law of the jurisdiction to which the interpretation of this Contract is subject. This indemnification shall not be limited to damages, compensation or benefits payable under insurance policies, worker's compensation acts, disability benefit acts or other employees benefit acts. 3.02.4 The Client shall indemnify and hold harmless all the Indemnitees from and against any costs and expenses (including attorney's fees, cost and expenses of litigation and investigation) incurred by and Indemnitees in enforcing any of Quality Care's defense, indemnify, and hold harmless obligations under this Contract. 3.03 LIMITATION OF WARRANTIES There are no warranties either expressed or implied except those specifically set forth in this Contract, and there are absolutely no guarantees relating to continued life or growth of plant material unless otherwise specifically stated and agreed to in writing and signed by both parties. Any warranty or guarantee is only effective if Client has complied with all of the terms and conditions, payments, and other provisions of this Contract. Client is responsible for the normal wear and tear that occurs as a property ages, is cleaned and is used, this includes but is not limited to consumable items such as irrigation parts, light parts, plants, trees, path/paving materials, landscaping materials, and items or materials that can decompose, wear out, or break down with time. Client is responsible for any damages to plants or otherwise, caused by either over or under watering or when there is an interruption in the service of an automatic sprinkler system, or chemical applications or where plants, irrigation and other landscaping are damaged by pets, animals, diseases, acts of God or negligence of people. Company shall also not be responsible for any damage caused by inclement weather, run-off, broken pipes, drainage problems, or any other cause of excess water. If Client has an existing irrigation system Client agrees to hold harmless Company and Company personnel for any and all problems or damage associated with the pre-existing irrigation parts and/or system including but not limited to old, worn, poorly installed irrigation parts or systems that may leak, break, be damaged or need replacing when Company is adjusting or working on the Clients pre-existing irrigation system. 4. GENERAL TERMS 4.01 QUALITY CARE’S EQUIPMENT In no event shall the Client have any interest in or right to possess, use, restrain, impound, attach or otherwise Contractor Initials: Client Initials: Page 6 of 9