Agmt 2002 San Lorenzo Unified School District SlzUSD (3)

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• XIi. Right of City to Purchase District Open Space Site. Should District determine that any school Open Space Site is surplus, City shall have the first right of refusal to purchase said site. District shall provide written notice to City of its intention to sell said site or to terminate outdoor recreational uses thereon, and upon receipt of such 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. Upon mutual agreement, District shall transfer to City by grant deed all of the right, title, and interest of District in the school Open Space Site, and City shall pay District the purchase price. The parties shall transact the purchase and sale of school Open Space • Site through a mutually acceptable escrow. The payment by City to District of monetary consideration of this Agreement shall be made through such escrow. Title shall be free of liens, encumbrances, easements, restrictions, rights and conditions, and public utility easements of record, if any, provided the same do not adversely affect the continued use of the school Open Space Site for open space and recreational purposes. XIII. insurance City and District shall each maintain comprehensive general Liability Insurance in the amount of Ten Million Dollars (510,000,000) 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. X1 V. Mutual indemnification • Each party agrees to indemnify, defend, and hold harmless the other party, 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. Each Supplemental Agreement shall include provisions providing for mutual indemnification for liability issues that may arise at the open space site. • XVV. Resolution of Disputes 3. Any dispute arising as to the use, operation, or maintenance of the facility 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 Lorenzo Unified School District Liaison Committee for resolution. If the Committee is unable to resolve the dispute, the parties shall submit the dispute to the San Francisco Bar Association Civil Mediation Program for mediation. 182572 -2