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<br /> loss of profits,interest,earnings or use)whether arising in contract,tort or otherwise.Customer understands and agrees that
<br /> TERRA will have no responsibility for any bodily injury,physical loss or property damage caused by an Employee acting at the direction
<br /> of Customer,in the ordinary course of business of Customer and that Customer will"accept full responsibility for bodily injury,property
<br /> damage,fire,theft,loss,collision or public liability damage claims which may result from or be caused by an Employee under such
<br /> circumstances.It is further understood and agreed that Customer will not permit any Employees to operate any motor vehicle or
<br /> machinery of any kind in the performance of their duties hereunder without first obtaining TERRA's prior written consent.
<br /> Notwithstanding TERRA's written consent,Customer agrees that TERRA will notinsure against physical loss,damage to Customer,its
<br /> clients,vehicles,or the contents thereof or the negligent or intentional acts of Employees while operating a motor vehicle and that
<br /> Customer will be solely responsible for any such loss or damage. Furthermore,TERRA's prior written consent will also be obtained by
<br /> Customer in the event any Employee is to handle cash,negotiable securities and instruments or other valuables including household
<br /> items,in the performance of their duties hereunder;and should Customer accept or assign an Employee in such a position,Customer
<br /> will be solely responsible for any loss or claim in connection with such Employee.C• • • • •, • • • • • e d
<br /> •
<br /> clzirxks. In all cases,the total liability of TERRA to Customer under any provision of this Agreement or for any claims,losses or
<br /> damages related to the Services(whether based on contract,tort or any other theory),will be limited to the amount of payments
<br /> made by Customer to TERRA under this Agreement for the Services giving rise to the liability.The parties acknowledge that the
<br /> parties have relied upon the inclusion of these limitations in consideration of entering into this Agreement.
<br /> (6) Indemnity. .. _ - ......• . . . . . . . •- o . . • . •- . - , —, - - :•.
<br /> a.•
<br /> -
<br /> •
<br /> a•• -.•-. - . : • .• ••- •.t• - _ _ : . _ _ _ • . . _ _. ... • .• . . ' ' •n
<br /> • 'na ••• • u•o e- . •.: •- •• ••••e• - - •• - . s'•. .. . . • ' •••• . . ath
<br /> -.. ,.�•a•u.ru•r-+.•,.�.... .- -.•-- .. •. . . . - •- - - - ,. •s &;1
<br /> • .- • - .- •- -. - - •- •.• • • • . TERRA will indemnify and hold Customer
<br /> harmless from and against any claims,demands,suits,losses,damages,costs and expenses arising out of i)any non-compliance
<br /> violation or alleged non-compliance violation by TERRA of any laws;and ii)any breach of this Agreement by TERRA.
<br /> (7) Force Majeure.TERRA will not be responsible for failure or delay in fulfilling its obligations to Customer hereunder if such failure or
<br /> delay is due to labor disputes and strikes,fire,riots,war,acts of God or any other causes beyond control of TERRA.
<br /> (8) Independent Contractor. In its performance of this Agreement,TERRA will at all times act in its own capacity and right as an
<br /> independent contractor,and nothing contained herein will be construed to make TERRA an agent or partner of Customer.
<br /> (9) Dispute Resolution. The parties shall attempt to resolve any and all disputes or claims arising out of this Agreement through
<br /> mutually cooperative negotiation in good faith. If negotiation is unsuccessful,the matter may then be submitted to mediation. If
<br /> mediation is unsuccessful,the matter shall be fully and finally settled by arbitration with a recognized Alternative Dispute
<br /> Resolution("ADR")group in Snohomish County,Washington by an arbitrator chosen in accordance with the ADR rules. Any
<br /> judgment resulting from ADR may be entered in any court having jurisdiction thereof.
<br /> (10)Choice of Law and Venue. This Agreement is governed by the laws of the State of Washington.Venue for all purposes will be in
<br /> Snohomish County,Washington. The attorneys'fees and costs of litigation will be borne by the losing party or in such proportions
<br /> as the court may decide.
<br /> (11)Agreement Term. The term of this Agreement will commence as of the date first shown above and will continue in effect thereafter
<br /> until canceled by either party upon not less than 30 days'prior written notice to the other.Such notice will be deemed given when
<br /> mailed by Certified Mail,postage prepaid,to the respective addresses as shown on the first page of this Agreement.TERRA reserves
<br /> the right,however,to terminate this Agreement upon not less than 10 days'prior notice in the event of non-payment of any TERRA
<br /> invoice.
<br /> (12)Entirety. This document represents the entire understanding and agreement between the parties with respect to the subject matter
<br /> set forth herein,and all prior agreements,understandings,covenants,promises,warranties and representations,oral or written,
<br /> express or implied,not incorporated herein are superseded hereby. This Agreement may not be amended,modified,altered,
<br /> supplemented or changed in any way except in writing,signed by the parties and attached hereto as an amendment.
<br /> The parties below have caused this Agreement to be executed by their respective duly authorized signing o of the day and year
<br /> shown above.
<br /> •
<br /> TERRA STAFFING GROUP By CUSTOMER: By
<br /> Title: Vk VIA iVT' Title:
<br /> Date: 1 ice• ION Date: Q 0-j • I '
<br /> A f ST. A*•'OVED • TO O'
<br /> City C erk .1 ES O. S,C "irv' ev
<br /> 2
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