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Page 2 of 4 <br /> 6. WAIVER <br /> No delay or omission by either party in exercising any right under this Agreement shall operate as <br /> a waiver of that or any other right or prevent a similar subsequent act from constituting a <br /> violation of the Agreement. <br /> 7. EQUAL EMPLOYMENT OPPORTUNITY <br /> In connection with the performance of this Agreement, the CONTRACTOR shall not <br /> discriminate against any employee or applicant for employment because of race, religion, color, <br /> sex, disability, age, or national origin. <br /> 8. HOLD HARMLESS <br /> CONTRACTOR agrees to indemnify and defend the RCSD, its officers, employees, agents and <br /> assigns from and against all claims, damages, losses, expenses, costs, attorneys' fees and liability <br /> arising out of or resulting from either (i) CONTRACTOR's breach of its obligations under this <br /> Agreement or (ii) the negligence or willful misconduct of the CONTRACTOR or its officers, <br /> employees or agents. <br /> Conversely, RCSD agrees to indemnify and defend the CONTRACTOR, its officers, employees, <br /> agents and assigns from and against all claims, damages, losses, expenses, costs, attorneys' fees <br /> and liability arising out of or resulting from either(i) RCSD's breach of its obligations under this <br /> Agreement or(ii)the negligence or willful misconduct of the RCSD or its officers, employees or <br /> agents. <br /> 9. DISPUTE RESOLUTION Should any dispute arise out of this Agreement, the parties agree to <br /> meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable <br /> mediator. The costs of the mediator, if any, shall be shared by the CONTRACTOR and RCSD. <br /> If a mediated settlement is reached, neither party shall be the prevailing party for the purposes of <br /> this settlement. Neither party shall be permitted to file legal action without first meeting in <br /> mediation and maintaining a good faith attempt to reach a mediated resolution. <br /> 10. GOVERNING LAW: This Agreement, including any exhibits, shall for all purposes be <br /> deemed subject to the laws of the State of California, and in the event of a lawsuit <br /> concerning this Agreement shall be venued in the County of San Mateo. <br /> 11. TERMINATION <br /> RCSD may at any time terminate this Agreement upon written notice to CONTRACTOR. RCSD <br /> shall compensate CONTRACTOR for services satisfactorily provided through the date of <br /> termination, subject to the contingency provision in Section 12. In addition, RCSD may <br /> terminate this Agreement for cause should CONTRACTOR fail to perform any part of its <br /> obligations under this Agreement. In the event of termination for cause, RCSD may secure the <br /> required services from another contractor. If the cost to RCSD exceeds the cost of providing the <br /> services pursuant to this Agreement, CONTRACTOR shall pay the additional cost. <br /> Initial / <br />