Agmt19 RCSD and RWC 2020 - Laserfiche WebLink

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a. Each Party agrees to defend, indemnify, and save harmless the other Parties and their respective governing boards, councils, officers, agents and employees against and from any and all claims, suits, actions of every name, kind, and description, which may be brought against indemnitees or any of them by reason of any injury or death of any person (including corporations, partnerships, and association) or damage suffered or sustained by any such person solely from any act or omission to act, negligent or otherwise, of indemnitors, their officers, agents, or employees under this Agreement. . b. In the event of concurrent negligence of any of the Parties, its officers and/or employees, then the liability for any and all claims for injuries or damage to persons and/or property which arise out of term and conditions of this Agreement shall be apportioned according to the California theory of comparative negligence. 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 venued in the County of San Mateo. 16.TERMINATION: RCSD may at any time terminate this Agreement upon 30 days 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. 17.COMPLETENESS OF AGREEMENT: This Agreement constitutes the entire understanding of the parties and any changes shall be agreed to in writing. [Signature Page Follows] Page 3 of 4 REV: 04-11-19 RL ATTY/AGR.2019.076/Redwood City School District