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<br />CONTRACTOR hereby agrees to indemnify, protect, defend, and hold harmless RCSD, <br /> <br />its Board, commissioners, officers, employees and agents, from and against any and all <br /> <br />claims, suits, actions, liability, loss damage, expense, cost (including, without limitation, <br />costs and fees of litigation) of every nature, kind or description, which may be brought <br /> <br />against, or suffered or sustained by, RCSD, its Board, commissions, officers, <br />employees, or agents, arising out of the performance of the work described herein, to <br /> <br />the extent caused in whole or in part by any negligent, reckless, or wrongful acts, errors, <br /> <br />or omissions of CONTRACTOR, its Council, boards, commissioners, officers, employees <br /> <br />and agents, or anyone directly or indirectly employed by any of them or anyone whose <br /> <br />acts any of them may be liable, except where caused by the active negligence, sole <br /> <br />negligence, or willful misconduct of RCSD. <br /> <br />8. NO THIRD PARTY BENEFICIARY <br /> <br />This Agreement shall not be construed to be an agreement for the benefit of any third <br /> <br />party or parties, and no third party or parties shall have any claim or right of action under <br /> <br />this Agreement. <br /> <br />9. DISPUTE RESOLUTION <br /> <br />Any controversies or claims between CONTRACTOR and RCSD regarding this <br /> <br />Agreement must first be put in writing and delivered to the other Party. The Parties will <br /> <br />meet in good faith to attempt to resolve the issue in question. If the Parties fail to come <br />to an agreement on the resolution of the issue, the matter must be submitted to <br /> <br />mediation. <br /> <br />Should any dispute arise out of this Agreement, the parties should meet in mediation <br /> <br />and attempt to reach a resolution with the assistance of a mutually acceptable mediator. <br /> <br />The costs of the mediator, if any, shall be paid by RCSD. If a mediated settlement is <br /> <br />reached, neither party shall be the prevailing party for the purposes of this settlement. <br />Neither party shall be permitted to file a legal action without first meeting in mediation <br /> <br />and making a good faith attempt to reach a mediated resolution. <br /> <br />Atty/Agr/2006.011 <br />030906 <br /> <br />4 <br />