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<br />9. MUTUAL HOLD HARMLESS <br /> <br />Contractor will defend, indemnify and hold harmless RCSD and its <br />officers, agents, employees and volunteers from and against all claims, <br />damages, losses and expenses including attorney fees arising out of the <br />performance of the Services, caused in whole or in part by the willful <br />misconduct or any negligent act or omission of the Contractor, any <br />subcontractor, anyone directly or indirectly employed by any of them or <br />anyone for whose acts any of them may be liable, except where caused <br />by the active negligence, sole negligence, or willful misconduct of RCSD. <br /> <br />RCSD will defend, indemnify and hold harmless Contractor and its <br />officers, agents, employees and volunteers from and against all claims, <br />damages, losses and expenses including attorney fees arising out of the <br />performance of the Services, caused in whole or in part by the willful <br />misconduct or any negligent act or omission of the RCSD, any <br />subcontractor, anyone directly or indirectly employed by any of them or <br />anyone for whose acts any of them may be liable, except where caused <br />by the active negligence, sole negligence, or willful misconduct of <br />Contractor. <br /> <br />10. DISPUTE RESOLUTION <br /> <br />Should any dispute arise out of this Agreement, the Parties should meet <br />in mediation and attempt to reach a resolution with the assistance of a <br />mutually acceptable mediator. The costs of the mediator, if any, shall be <br />shared by the CONTRACTOR and RCSD. If a mediated settlement is <br />reached, neither party shall be the prevailing party for the purposes of this <br />settlement. Neither party shall be permitted to file legal action without first <br />meeting in mediation and maintaining a good faith attempt to reach a <br />mediated resolution. <br /> <br />11. TERMINATION <br /> <br />RCSD may at any time terminate this Agreement upon written notice to <br />CONTRACTOR. RCSD shall compensate CONTRACTOR for services <br />satisfactorily provided through the date of termination. Before RCSD may <br />terminate the agreement for cause, it shall provide written notice to <br />CONTRACTOR stating the basis for default or breach, and shall provide <br />CONTRACTOR thirty (30) days to cure such breach. If CONTRACTOR <br />fails to cure said default or breach within thirty (30) days, RCSD may <br />terminate the agreement for cause. <br /> <br />12. COMPENSATION <br /> <br />The CONTRACTOR agrees to perform all the services of this agreement <br />for a total amount not to exceed $36,000.00 ($18,000 per school site.) <br /> <br />ATTY/AGR/2007.100 RCSD SRO <br />120407 <br />