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N -20V-249
<br />unsuccessful, each party agrees to Indemnify the other party (and Its officers, directors, and employees) for claims, losses,
<br />penalties, and damages (and reasonable legal fees) to the extent they arlse from the Indemnifying party's violation of law, or
<br />material breach of this Agreement, Including obligations listed in Section 3.
<br />9. Indemnification Process. To obtain indemnlfication, a party must promptly notify the other party, cooperate In resolving the
<br />claim, and (when liability to third parties is Involved) yield reasonable control of the colm's resolution to the other party, Neither
<br />party is obligated to provide or commit Itself to Indemnity while the underlying matter Is still pending.
<br />10, LIMITATION OF LIABILITY.
<br />A. No Consequential or Indirect Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE
<br />OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR
<br />PUNITIVE DAMAGES. THIS INCLUDES ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA, REVENUE OR
<br />PROFIT, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), REGARDLESS OF WHETHER SUCH DAMAGES WERE
<br />FORESEEABLE OR WHETHER PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
<br />B, Third Party Claims, IN ADDITION TO THE LIMITATION OF LIABILITY IN SECTION 10(A), KELLY'S AGGREGATE LIABILITY TO
<br />THE CUSTOMER FOR THIRD PARTY CLAIMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT
<br />(INCLUDING NEGLIGENCE) SHALL BE LIMITED TO THE EXTENT OF KELLY'S INDEMNIFICATION OBLIGATIONS IN SECTION B.
<br />11, Term. This Agreement will continue until bend date of July 11, 2059, unless one party gives the other party at least thirty (30)
<br />days' written notice of termination. Kelly may terminate this Agreement immediately for non-payment, Termination of this
<br />Agreement will end the staffing relationship, but this Agreement will continue to govern the parties' rlghts and obligations with
<br />respect to the business done before termination, Including but not limited to conversion or transition of Assigned Employees,
<br />12, Notices. Notices or communications required by this Agreement must be In writing and malled (Including electronic transmission)
<br />or, faxed to the person indicated In the signature block below,
<br />13. Independent Contractor. Nothing in this Agreement makes Kelly an agent, partner or joint venturer of Customer.
<br />14. Governing Late. The laws of the State of California will govern this Agreement, without regard to Its conflicts of laws rules.
<br />15. Force MaJeure. Neither party will be responsible for failure or delay under this Agreement because of force majeure events or
<br />other causes beyond Its control.
<br />16. SeverabKlty, Waiver. The Invalidity or unenforceability of any provision or this Agreement shall not affect the validity or
<br />enforceability of any other provision of this Agreement. Any delay or waiver by a party to declare a breach or seek any remedy
<br />available to It under this Agreement or by law will not constitute a waiver as to any past or future breaches or remedies,
<br />17. Entire Agreement. This Agreement (Including any attachments) contains all of the terms between Customer and Kelly on the
<br />subject of staffing services for the jobs and locations specified; It replaces all agreements and representations on the subject.
<br />Modifications to this Agreement must be In writing signed and dated by both parties. Forms that may be used by the parties In
<br />their staffing relationship such as purchase orders, time cards, and Invoice recitals wlll not supersede, supplement, modify, or
<br />control this Agreement,
<br />CUSTOMER
<br />Address for Notices (including e-mail):
<br />City of Santa Ano - Public Works Agency
<br />Civic Center - Ross Annex Building
<br />Somme Ama, CA 92701
<br />Signa
<br />Printed NN�
<br />Title
<br />-Cd'
<br />trate ign�—
<br />Approved as to Form
<br />J n M. Funk
<br />Assistant City Attorney
<br />KELLY SERVICES, INC.
<br />Address for Notices:
<br />999 W. Big Beaver Rood
<br />Tray, MI 48084
<br />Attn: General Counsel
<br />�J � __-
<br />Slgn
<br />i's "f. Oka / �c�,.S �b"'i
<br />Printed Name
<br />Title
<br />—7 f ��
<br />Date Signed
<br />Raul Godinez TI
<br />City Manager
<br />s U �e RI!v
<br />Confidential to Keity Servk _�'dJ
<br />Maria D. IIuizar
<br />J
<br />7 Clerk of the Council
<br />
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