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; 6.1.D. - Page 17 � Page 2 of 4 6. 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. 7. 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. 8. HOLD HARMLESS CONTRACTOR agrees to indemnify and defend the RCSD, its officers, employees, agents and assigns from and against all claims, damages, losses, expenses, costs, attomeys' fees and liability arising out of or resulting from either (i) CONTRACTOR's breach of its obligations under this contract or(ii)the negligence or willful misconduct of the CONTRACTOR or its of�'icers,employees or agents Conversely, RCSD agrees to indemnify and defend the CONTRACTOR, its officers, employees, agents and assigns from and against all claims, damages, losses, expenses, costs,attomeys'fees and liability arising out of or resulting from either(i) RCSD's breach of its obligations under this contract or (ii) the negligence or willful misconduct of the RCSD or its officers,employees or agents for this amendment agreement. � 9. 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 muivall ac � y ceptable mediator. The costs of the mediator, if any, shall be shazed 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. 10. TERMINATION RCSD may at any time ternunate this agreement upon written notice to CONTRACTOR. RCSD shall compensate CONTRACTOR for services satisfactorily provided through the daxe of temiination, subject to contingency provision in Se�tion 12. In addition, RCSD may ternunate this agreement for cause should CONTRACTOR fail to perform any part of 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 sha11 pay the additional cost. Initial�/�/ � ATTY/AGR/2012.172/SERVICES BTWN RWC SCHOOL DISCTIRCT AND CITY OF RWC-BASE AGR F REV: 10-19-12 JS