Agmt12 Sequoia Union High School District School Resource Officer

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employed by any of them or anyone for whose acts any of them may be liable, except where caused by the sole negligence or willful misconduct of City. City will defend, indemnify and hold harmless District and its officers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the Services, caused in whole or in part by the willful misconduct or any negligent act or omission of the City, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the sole negligence or willful misconduct of District. 10. Dispute Resolution. Should any dispute arise out of this Agreement, the Parties shall 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 paid for by District. If a mediated settlement is reached, neither Party shall be the prevailing party for the purposes of the resolution of the dispute. Neither Party shall be permitted to file legal action without first meeting in mediation and maintaining a good faith attempt to reach a mediation resolution. Each Party will bear their own attorney's fees, if any. 11. Relationship of Parties. 11.1 Reimbursement to City in exchange for staffing the School Resource Officer does not constitute employment of the officer, and no "special relationship," as that term may defined by law, is created or established with District, or its officers, employees, or successors, or with any third party as a result of this Agreement. Further, nothing in this Agreement is intended to or shall in any manner affect or limit the privileges or immunities or other protections accorded to City or its employees under federal law or state law or other law. 11.2 Nothing in this Agreement is intended to, nor shall it, shift to City any legal responsibilities, if any, that District may have to the public or to others present on its premises. 11.3 Neither party nor any of the party's agents, contractors or subcontractors are or shall be considered to be agents of the other in connection with the performance of any obligations under this Agreement. 12. Third Partv Beneficiarv. This Agreement including, but not limited to, indemnification provisions, is for the benefit of the Parties only and does not create, nor is it intended to create, any benefit or liability to third parties. 13. Notices. All notices, statements, demands, requests, consents, approvals, authorizations, appointments or designations hereunder by either Party to the other will be in writing and will be deemed given and served upon the Party if ATTY/AGR/2012.xxx/RCPD SCHOOL RESOURCE OFFICER AT SEQUOIA HS v 053012