Agmt24 Redwood City School District FY2024-2025 Extended Day Learning Services

Browse Search

Conversely, the 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 the RCSD and/or its employees/officers/agents in the performance of this Agreement, including any sanctions, penalties, or claims of damages resulting from the 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. If the mediated settlement is reached, neither party shall be the prevailing party for the purposes of this settlement. Neither party shall be permitted to file a legal action without first meeting in the mediation and maintaining a good faith attempt to reach a mediated resolution. 16. GOVERNING LAW AND VENUE 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, venue shall be in the County of San Mateo. 17. TERMINATION The RCSD may at any time terminate this Agreement upon a written notice to the CONTRACTOR. The RCSD shall compensate the CONTRACTOR for services satisfactorily provided through the date of termination, subject to contingency provision in Section 18. In addition, the RCSD may terminate this Agreement for cause should the CONTRACTOR fail to perform any part of its obligations under this Agreement. In the event of termination for cause, the RCSD may secure the required services from another contractor. If the cost to the RCSD exceeds the cost of providing the services pursuant to this Agreement, the CONTRACTOR shall pay the additional cost. 18. CONTINGENCY Notwithstanding the foregoing, or any language to the contrary, the RCSD and the CONTRACTOR agree and acknowledge that this Agreement and the parties' respective obligation thereunder are entirely contingent upon the RCSD's receipt of anticipated grant funding from the California Department of Education, ASES and the ELO-P funding for the 2024-2025 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. REV: 08-07-24 VR