Agmt17 RCSD PE Plus Program - Duplicate Original FY17-18

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performance of the work required under this agreement, and shall execute all necessary certifications of compliance therewith. 9. RELATIONSHIP OF THE PARTIES: CONTRACTOR agrees and understands that the work/services performed under this Agreement are performed as an Independent Contractor and not as an employee of RCSD and that CONTRACTOR acquires none of the rights, privileges, powers or advantages of RCSD employees. 10. INSURANCE: Contractor shall take out and maintain during the term of this Agreement such bodily injury liability and property damage liability insurance as shall protect Contractor and all of its employees/officers/agents while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from Contractor's operations under this Agreement, whether such operations be by Contractor, any subcontractor, anyone directly or indirectly employed by either of them, or by an agent of either of them. Such insurance shall be combined single limit bodily injury and property damage for each occurrence and shall not be less than the amount(s) specified below: © Comprehensive General Liability... $1,000,000 (applies to all agreements) _Motor Vehicle Liability Insurance $1,000,000 (to be checked if motor vehicle used in performing services) _Professional Liability $1,000,000 (to be checked if Contractor is a licensed professional) The CONTRACTOR will provide proof of insurance and will identify RCSD as an additional insured 11. WAIVER: No delay or omission by either party in exercising any right under this Agreement shall operate as a waiver o that or any other right or prevent a similar subsequent act from constituting a violation of the Agreement. 12. EQUAL EMPLOYMENT OPPORTUNITY: In connection with the performance of this Agreement, the CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, physical handicap, or national origin. 13. Hold HARMLESS: "CONTRACTOR agrees to indemnify and defend RCSD, its employees, and agents from any all claims, damages, and liability in any way occasioned by or arising out of CONTRACTOR'S performance of this Agreement. 14. DISPUTE RESOLUTION: Should any dispute arise out of this Agreement, the Parties should meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. The costs of the mediator, if any, shall be shared by the CONTRACTOR and RCSD. If a mediated settlement is reached, neither party shall be the prevailing party for the purposes of this settlement. Neither party shall be permitted to file legal action without first meeting in mediation and maintaining a good faith attempt to reach a mediated resolution. 15. GOVERNING LAW: This Agreement, including any exhibits, shall for all purposes be deemed subject to the laws of the State of California, and in the event of a lawsuit concerning this Agreement shall be venue in the County of San Mateo. 16. TERMINATION: RCSD may at any time terminate this Agreement upon written notice to CONTRACTOR. RCSD shall compensate CONTRACTOR for services satisfactorily provided through the date of termination. In addition, RCSD may terminate this agreement for cause should CONTRACTOR fail to perform any part of this Agreement. In the event of termination for cause, RCSD may secure the required services from another contractor. If the cost to RCSD exceeds the cost of providing the services pursuant to this Agreement, CONTRACTOR shall pay the additional cost. AT-TY/AGR/2017.177/REDWOOD CITY SCHOOL DISTRICT REV: 08-17-17 RL Page 2 of 4