Agmt20 Redwood City School District

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agents from any and all claims, damages, liability, and causes of action whatsoever, directly or indirectly arising out of or related to any loss, damage, or injury, including death, related to COVID- 1 9 that may be sustained by any individual performing or receiving services under this Agreement, or of any contact of such individual, during the Term of this Agreement. Conversely, RCSD agrees to indemnify and defend the CONTRACTOR and its employees and agents from any and all claims, damages, and liability in any way occasioned by or arising out of the negligence of RCSD and/or its employees/officers/agents in the performance of this Agreement, including any sanctions, penalties, or claims of damages resulting from RCSD's failure to comply with any law, regulation, or ordinance, including but not limited to those listed in this Agreement. 15. 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 equally by the CONTRACTOR and RCSD. If a mediated settlement is reached, neither party shall be the prevailing party forthe 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. 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: RCSD may at any time terminate this Agreement upon written notice to CONTRACTOR. RCSD shall compensate CONTRACTOR for services satisfactorily provided through the date of termination, subject to contingency provision in Section 18. In addition, RCSD may terminate this Agreement for cause should CONTRACTOR fail to perform any part of its obligations under this Agreement. In the event of termination for cause, RCSD may secure the required services from another contractor. If the cost to .RCSD exceeds the cost of providing the services pursuant to this Agreement, CONTRACTOR shall pay the additional cost. 18. CONTINGENCY: Notwithstanding the foregoing, or any language to the contrary, the RCSD and 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 and/or the U.S. Department of Education's 21St CCLC initiative for the 2020-202 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. HEALTH AND SAFETY ASSURANCE: CONTRACTOR represents and warrants that it will comply with and be solely responsible for the implementation of the cleaning and disinfection protocol established by the District to control the spread of the novel coronavirus (COVID-19), as detailed in Attachment C hereto. CONTRACTOR shall provide at its sole cost and expense all equipment and materials necessary to implement the COVID-19 cleaning and disinfecting protocol in Attachment C. REV: 09-14-2020 RL ATTY/AGR.2020.199/Redwood City School District (Page 4 of 13)