San Leandro Dispatch_Agrement_CC Signed.pdf

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Agreement for Transfer of 9-1-1 Calls Page 3 of 5 SLPD shall indemnify, hold harmless, and defend the Sheriff’s Office, including its elected officials, officers, and agents and employees from and against any and all claims, including, but not limited to, all litigation, demands, damages, liabilities, costs and expenses, including court costs and attorney’s fees, resulting or arising from SLPD’s performance or failure to perform under this Agreement, with the exception of claims, damages or injuries arising from the sole active negligence of the Sheriff’s Office. 10. TERM OF THE AGREEMENT. The term of this Agreement shall commence on the date last signed by the Parties below and shall continue from February 20, 2023, to August 31, 2023 (6 months), with two (2) 6-month extensions upon mutual agreement of both parties. 11. TERMINATION. This Agreement may be terminated by either Party without cause upon fifteen (15) days written notice to the other Party. A termination, however, shall not affect any monies owed to Sheriff’s Office for the services performed under this Agreement by SLPD’s request. Upon SLPD’s submission of a termination notice, SLPD shall pay Sheriff’s Office all costs for services performed up until the time of termination of this Agreement. 12. SLPD PAY OBLIGATIONS. SLPD agrees to pay the Sheriff’s Office the actual costs for providing services up to an amount not to exceed $500,000 for each term, which will be invoiced monthly to provide dispatching services. 13. NOTICES. All notices required or contemplated by this Agreement shall be in writing and shall be delivered to the respective Party as set forth in this section. TO: San Leandro Police Department TO: Alameda County Sheriff’s Office Attn: Abdul D. Pridgen Attn: Capt. Brian Barker Chief of Police Emergency Dispatch Services 901 E 14th Street 2000 – 150th Avenue San Leandro, CA 94577 San Leandro, CA 94578 14. HEADINGS. The heading titles for each paragraph of this Agreement are included only as a guide to the contents and are not to be considered as controlling, enlarging, or restricting the interpretation of the Agreement. 15. SEVERABILITY. If any term of this Agreement (including any phrase, provision, covenant, or condition) is held by a court of competent jurisdiction to be invalid or unenforceable, the Agreement shall be construed as not containing that term and the remainder of this Agreement shall remain in full force and effect; provided, however, this paragraph shall not be applied to the extent that it would result in a frustration of the parties’ intent under this Agreement. 16. GOVERNING LAW, JURISDICTION AND VENUE. The interpretation, validity, and enforcement of this Agreement shall be governed by and interpreted in accordance DocuSign Envelope ID: C92EBCF4-CAFF-4F0E-851B-14C9C7BC85C9