Agmt 2003 San Leandro Unified School District SLUSD (4)

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CITY: DISTRICT: City Manager Superintendent City of San Leandro, Civic Center San Leandro Unified School District $35 East 14th Street 14735 Juniper Street San Leandro, California 94577 San Leandro, California 94579 XI. Right of City to Purchase All or a Portion of the Site. Should District determine that it desires to sell any portion of the Site or all of the Site, the District shall, to the extent permitted under all applicable law, offer to the City the first right of refusal to purchase it, as applicable. District shall provide written notice to City of its intention to sell any portion of the Site or all of the Site and upon receipt of that notice, District and City shall negotiate regarding the purchase price. Should District and City, after engaging in good faith negotiations, fail to agree on a purchase price, District shall be relieved of the obligation set forth in this paragraph. Should District and City agree on a purchase price, the parties shall enter into a purchase agreement. XIL Insurance City and District shall each maintain comprehensive general Liability Insurance in the amount of Ten Million Dollars ($10,000,000) combined single limit to protect City and District, their officers, agents, servants and employees against claims for bodily injury, and property damage arising from City's or District's participation in the activities described herein. The form of such insurance shall be satisfactory to City and District and may include self-insurance at levels acceptable to both parties. Each party's policy or policies shall name the other party (City or District) as additional insured. XIII. Mutuallndemnification Each party agrees to indemnify, defend, and hold harmless the other parry, its officers, agents and employees from any and all liabilities, claims, or losses of any nature, including attorneys' fees, to the extent caused by, arising out of, or in connection with, the indemnifying party's negligent acts or omissions pursuant to this Agreement. XN. Resolution of Disputes Any dispute that in any way relates to this Agreement and/or arising as to the use, operation, or maintenance of a Site shall be resolved by the City Manager and Superintendent of District. In the event that the City Manager and the Superintendent are unsuccessful in resolving any dispute, the parties agree to submit the dispute to the City of San Leandro/San Leandro Unified School District Liaison Committee for resolution. If the Committee is unable to resolve the dispute, the parties shall mediate the dispute at the American Arbitration Association in compliance with the commercial rules of the American Arbitration Association prior to initiating any litigation. -7-