Agmt19 Redwood City School District Selby Lane Communuity School Coordinator

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employees, agents, or assigns. The CONTRACTOR will provide proof of insurance and will identify RCSD as an additional insured. 10. 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. 11. 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. 12. INDEMNIFICATION: CONTRACTOR agrees to defend, indemnify and hold harmless RCSD and its officers, employees, agents, and assigns from and against any and all claims, damages, losses, expenses (including attorney fees), and liability in any way occasional by or arising out of (i) CONTRACTOR's breach of its obligations under this Agreement or (ii) the willful misconduct or any negligent act or omission of CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the sole negligence or willful misconduct of RCSD. RCSD agrees to defend, indemnify and hold harmless CONTRACTOR, its officers, employees, agents, and assigns from and against any and all claims, damages, losses, expenses (including attorney fees), and liability in any way occasioned by or arising out of (i) RCSD's breach of its obligations under this Agreement, or (ii) the willful misconduct or any negligent act or omission of RCSD any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the sole negligence or willful misconduct of CONTRACTOR. The parties expressly agree that any reasonable payment, attorney's fee, cost, or expense COTNRACTOR incurs or makes to or on behalf of an injured employee under CONTRACTOR's self-administered worker's compensation is included as a loss, expense, or cost for the purposes of this section. The parties expressly agree that this section shall survive the expiration or early termination of this Agreement. 13. 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. 14. 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. 15. NOTICES: The name of the persons who are authorized to give written notices or to receive written notice on behalf of RCSD and on behalf of CONTRACTOR under this Agreement are as follows: For RCSD: Redwood City School District Attn: Dr. John Baker Title: Superintendent Address: 750 Bradford St. Redwood City, CA 94063 REV: 07-29-19 DZ For CONTRACTOR: City of Redwood City Attn: City Manager 1017 Middlefield Road Redwood City, CA 94063 Page 2 of 3 ATTY/AGR.2019.210/Redwood City School District - Selby Lane