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This agreement is entered into effect on the 20th day of February, 2020 through the 21 st day of August, 2021 by and between Personnel Research & Development Corporation dba PRADCO, of 178 East Washington Street, Chagrin Falls, Ohio 44022, (the "Company") and The City of North Olmsted, (the "Client). The parties agree as follows: 1 Services. Client hires the Company to provide certain management psychological services as are listed on Pages (2-3) attached hereto (hereinafter called the "Services"). 2 Compensation. Client agrees to pay the Company those sums listed on Page (5) attached hereto. 3 Warranties. Company represents, and warrants that the Services provided by the Company shall meet with specifications listed on Pages (6-7). COMPANY MAKES NO OTHER EXPRESS WARRANTIES, WRITTEN OR ORAL, AND ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED. 4 Termination. This Agreement shall continue for the term of the project as contemplated on Page (6), although either party may terminate this Agreement with ninety (90) days written notice to the other party. 5 LIMITS OF LIABILITY. COMPANY'S TOTAL LIABILITY AND CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOVER, PERTAINING TO SERVICES HEREUNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY COMPANY'S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CLIENT DURING THE ONE (1) YEAR PERIOD PRECEDING THE DATE THE CAUSE OF ACTION GIVING RISE TO THE LIABILITY AROSE. IN NO EVENT SHALL COMPANY BE LIABLE IN CONTRACT LAW, TORT OR ANY OTHER THEORY OF LAW, FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY, EXTRA -CONTRACTURAL, OR CONSEQUENTIAL DAMAGES. 6 Survival. The provisions of Sections 3 and 5 hereof shall survive any termination of this Agreement. PRADCO DFVFLOPINr SrRON FR ORGANIZAF)ONS Police and Fire Assessment & Consulting Proposal for City of North Olmsted 1 6