Agmt13 Redwood City School District Extended Day Academic and Enrichment Services

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� � � Page 2 of 10 6. WANER 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, disability, age, 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, attorneys' fees and liability arising out of or resulting from either (i) CONTRACTOR's breach of its obligations under this Agreement or (ii) the negligence or willful misconduct of the CONTRACTOR or its officers, 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, attorneys' fees and liability arising out of or resulting from either(i)RCSD's breach of its obligations under this Agreement or(ii)the negligence or willful misconduct of the RCSD or its officers,employees or agents. 9. DISPUTE RESOLUTION Should any dispute arise out of this Agreement,the parties agree to 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 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 terminate this Agreement upon written notice to CONTRACTOR. RCSD shall compensate CONTRACTOR for services satisfactorily provided through the date of termination,subject to the contingency provision in Section 12. 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. 11. COMPENSATION A. Base Compensation(School Davs) The CONTRACTOR agrees to perform all the services of this Agreement during the school days as established in the school calendar approved by the Governing Board and for an ATTY/AGR/2013.136/EXTENDED STAY ACADEMIC AND ENRICHMENT SERVICES RCSD REV:08-1413 MLG Ini '