Agmt18 Redwood City School District 17-18 Extended Day Learning Services

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12. WAIVER: No delay or omission by either party in exercising any right under this Agreement shall operate as a waiver of that or any other right or prevent a similar subsequent act from constituting a violation of the Agreement. 13. 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, disability, age, or national origin. 14. HOLD HARMLESS: CONTRACTOR agrees to indemnify and defend RCSD and its employees and agents from any and all claims, damages, and liability in any way occasioned by or arising out of the negligence of CONTRACTOR and/or its employees/officers/agents in the performance of this Agreement, including any sanctions, penalties, or claims of damages resulting from CONTRACTOR's failure to comply with any law, regulation, or ordinance, including but not limited to those listed in this Agreement. Conversely, RCSD agrees to indemnify and defend the CONTRACTOR and its employees and agents from any and all claims, damages, and liability in any way occasioned by or arising out of the negligence of RCSD and/or its employees/officers/agents in the performance of this Agreement, including any sanctions, penalties, or claims of damages resulting from RCSD's failure to comply with any law, regulation, or ordinance, including but not limited to those listed in this Agreement. 15. 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 equally 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. 16. 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, venue shall be in the County of San Mateo. 17. TERMINATION: Either party may at any time terminate this Agreement upon written notice to the other party. In the event of termination, RCSD shall compensate CONTRACTOR for services satisfactorily provided through the date of termination, subject to the contingency provision in Section 18. 18. CONTINGENCY: Notwithstanding the foregoing, or any language to the contrary, the RCSD and CONTRACTOR agree and acknowledge that this Agreement and the parties' respective obligations thereunder are entirely contingent upon the RCSD's receipt of anticipated California Department of Education, (ASES) After School Education and Safety Program, and/or Federal, (21' CCLC) 21'` Century Community Learning Centers grant funding for 2017-18 year, in an amount sufficient to cover the sum set forth above. If the RCSD does not receive the anticipated funding, it may reduce the scope of this Agreement, or terminate it, subject to CONTRACTOR'S reasonable consent, with no penalty to either party. REV: 11-14-1715 ATTY/AGR.2017.270/Redwood City School DistrMe 4 of 17