Agmt21 Redwood City School District

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from any and all claims, damages, and liability in any way occasioned by or arising out of the negligence of CONTRACTOR and/or its employees/officers/agents in the performance of this Agreement, including any sanctions, penalties, or claims of damages resulting from CONTRACTOR's failed to comply with any law, regulation, or ordinance, including but not limited to those listed in 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 CONTRACTOR'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 mediated settlement are reached, neither party shall be the prevailing party for the purposes of this settlement. Neither parry shall be permitted to file legal action without first meeting in the 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 venue in the County of San Mateo. 17. TERMINATION RCSD may at any time terminate this Agreement upon written notice to the CONTRACTOR. The 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. REV: 07-15-21 RL ATTY/AGR.2021.187/Redwood City School District (2021-2022 After School Agreement) Page 6 of 24