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Agreement for Transfer of 9-1-1 Calls 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 with the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Alameda. 17. ASSIGNMENT AND DELEGATION. This Agreement and any portion thereof, shall not be assigned or transferred, nor shall any of the Sheriff’s Office duties be delegated, without the written consent of SLPD. Any attempt to assign or delegate this Agreement without the written consent of SLPD shall be void and of no force or effect. A consent by SLPD to one assignment shall not be deemed to be a consent to any subsequent assignment. 18. MODIFICATIONS. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by both Parties. 19. WAIVERS. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement. 20. ENTIRE AGREEMENT. This Agreement comprises the entire integrated understanding between the parties concerning the services described herein. This Agreement supersedes all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. 21. SIGNATURES. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter and to execute this Agreement on behalf of the respective legal entities of the Sheriff’s Office and SLPD. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. 4 DocuSign Envelope ID: B015E58D-1462-4654-AC96-DC8BDC1BEF0B