Agmt18 Redwood City School District

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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 shall be venued in the County of San Mateo. 17. TERMINATION The RCSD may at any time terminate this Agreement upon written notice to the CONTRACTOR. The RCSD shall compensate the CONTRACTOR for services satisfactorily provided through the date of termination, subject to the contingency provision in Section 18. In addition, the RCSD may terminate this Agreement for cause should the CONTRACTOR fail to perform any part of its obligations under this Agreement. In the event of termination for cause, the RCSD may secure the required services from another contractor. If the cost to the RCSD exceeds the cost of providing the services pursuant to this Agreement, the CONTRACTOR shall pay the additional cost. 18. CONTINGENCY Notwithstanding the foregoing, or any language to the contrary, the RCSD and the CONTRACTOR agree and acknowledge that this Agreement and the parties' respective obligations thereunder are entirely contingent upon the RCSD's receipt of anticipated grant funding from the California Department of Education's ASES program and the U.S. Department of Education's 2151 CCLC initiative for the 2018-19 school year and subsequent years, 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 at the RCSD's sole option with no penalty to either party. 19. COMPLETENESS OF AGREEMENT This Agreement constitutes the entire understanding of the parties and any changes shall be agreed to in writing. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers: [Signature Page Follows] REV: 08-02-18 DZ Page 5 of 13 ATTY/AGR.2018.170/Redwood City School District