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professional) <br />11. WAIVER: No delay or omission by either party in exercising any right under this <br />Agreement shall operate as a waiver of that or any other right or prevent a similar <br />subsequent act from constituting a violation of the Agreement. <br />12. EQUAL EMPLOYMENT OPPORTUNITY: In connection with the performance of this <br />Agreement, the CONTRACTOR shall not discriminate against any employee or applicant <br />for employment because of race, religion, color, sex, physical handicap, or national <br />origin. <br />13. HOLD HARMLESS: <br />a. Each Party agrees to defend, indemnify, and save harmless the other Parties and <br />their respective governing boards, councils, officers, agents and employees <br />against and from any and all claims, suits, actions of every name, kind, and <br />description, which may be brought against indemnitees or any of them by reason <br />of any injury or death of any person (including corporations, partnerships, and <br />association) or damage suffered or sustained by any such person solely from any <br />act or omission to act, negligent or otherwise, of indemnitors, their officers, <br />agents, or employees under this Agreement. <br />b. In the event of concurrent negligence of any of the Parties, its officers and/or <br />employees, then the liability for any and all claims for injuries or damage to <br />persons and/or property which arise out of term and conditions of this Agreement <br />shall be apportioned according to the California theory of comparative <br />negligence. <br />14. DISPUTE RESOLUTION: Should any dispute arise out of this Agreement, the Parties <br />should meet in mediation and attempt to reach a resolution with the assistance of a <br />mutually acceptable mediator. The costs of the mediator, if any, shall be shared by the <br />CONTRACTOR and RCSD. If a mediated settlement is reached, neither party shall be <br />the prevailing party for the purposes of this settlement. Neither party shall be permitted to <br />file legal action without first meeting in mediation and maintaining a good faith attempt <br />to reach a mediated resolution. <br />15. 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 />16. TERMINATION: RCSD may at any time terminate this Agreement upon 30 days written <br />notice to CONTRACTOR. RCSD shall compensate CONTRACTOR for services <br />satisfactorily provided through the date of termination. In addition, RCSD may terminate <br />this agreement for cause should CONTRACTOR fail to perform any part of this <br />Agreement. <br />17. COMPLETENESS OF AGREEMENT: This Agreement constitutes the entire <br />