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HomeMy WebLinkAboutAGMT - Westminster City of (Police Range & Safety Center)INDEMNIFICATION AND HOLD HARMLESS AGREEMENT THIS INDEMNIFICATION AND HOLD HARMLESS AGREEMENT ( "Agreement ") is made and entered into this 8'h day of May, 2017, ( "Effective Date ") by and between the CITY OF WESTMINSTER (the "City "), and The City of Seal Beach and the Seal Beach Police Department (collectively referred to as the "Parties "). RECITALS A. WHEREAS, the City is the owner of Westminster Police Range and Safety Training Center located at 7351 Hazard Ave., Westminster, CA 92683 (hereinafter, this facility, including its MAT room is referred to as "Training Center "); and B. WHEREAS, Indemnitor desires to have its police officers use the Training Center for Purposes of meeting training and qualification requirements; and C. WHEREAS, the City grants permission to Indemnitor to use the City's Training Center, subject to the fees and certain conditions set forth in this Agreement. NOW, THEREFORE, the Parties hereto agree as follows: 1. Right to Use the Training Center & Fee for Use. Subject to the terms of this Agreement, Indemnitor and its police officers may use the Training Center, subject to reasonable availability and thirty (30) days advanced notice for scheduling. A "day" as used herein means in excess of 4 hours and up to eight consecutive hours not including up to a 30 minute lunch break, for a maximum total time onsite not to exceed 8 hours and thirty minutes. A "partial day" as used herein means any period onsite which does not exceed 4 hours. Indemnitor's anticipated use of the Training Center is for firearms training and qualification. Indemnitor agrees to pay the City in accordance with the fee schedule set forth in Exhibit "A," attached hereto and made a part of this Agreement (the "Fee Schedule "); said Fee Schedule being subject to renegotiation and change annually during the period of June 1 through July 31. 2. Method of Billing. Indemnitor shall pay City's invoice within forty five (45) days from the date the Indemnitor receives said invoice. Said invoices shall be based on the total amount of activities and time spent at the Training Center. 3. Compliance with all Laws. Indemnitor, at its sole cost and expense, shall comply with all of the requirements of all municipal, state and federal laws, regulations and authorities now in force, or which may hereafter be in force pertaining to the use of the Training Center. Indemnitor and each of its police officers agree to fully obey and to comply with all posted rules, regulations and all orders of the Westminster Rangemaster and Range Staff as well as the Westminster Police Range and Safety Training Center Policy (the "Training Center Policy ") as more fully described in Exhibit "B ", attached hereto and made a part of this Agreement. Indemnitor and each its police officers understand that they may be excluded from the Training Center for failure to fully obey and to comply with all posted rules, regulations, all orders of the Westminster Rangemaster and Range Staff and Training Center Policy, without any liability to the City, its officials, police officers, employees, volunteers, attorneys, assigns or anyone else acting on the City's behalf. 4. Indemnification of City. Indemnitor, as a material part of the consideration to be rendered to City under this Agreement, hereby waives any and all claims against City for damage to equipment or other personal property, in, upon, or about the Training Center, and hereby waives any and all claims for bodily injury (including death), liability, damages, lawsuits, WPD Range and Safety Training Center Indemnification and Hold Harmless Agmt Page 1 of 5 expenses (including, but not limited to, medical expenses and attorneys' fees) and any other liability to Indemnitor's Police Officers and /or other employees of Indemnitor who are authorized by Indemnitor's Police Chief to use the subject Training Center (hereinafter collectively referred to as "UCIPD Patrons "). Indemnitor further agrees to indemnify the City, its elected and appointed officials, police officers, agents, volunteers, employees, and attorneys, and anyone else acting on the City's behalf (hereinafter collectively referred to as "Released Parties "), against and shall hold and save them and each of them harmless from any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities (herein "Claims or Liabilities ") that may be asserted, arise from active or passive negligence, and are claimed by a third party in connection with the use of the Training Center by UCIPD Patrons, whether or not there is concurrent passive negligence on the part of the Released Parties in connection herewith: Indemnitor shall defend any action or actions filed in connection with any of said Claims or Liabilities and shall pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; Indemnitor shall promptly pay any judgment rendered against the Released Parties for any such Claims or Liabilities arising out of or in connection with the performance of or failure to perform under this Agreement; and Indemnitor agrees to save and to hold the Released Parties harmless there from; In the event that the City, its elected or appointed officials, police officers, agents, employees, volunteers, attorneys, or anyone acting on their behalf, is made a party to any actions or proceeding filed or prosecuted against Indemnitor for such damages or other claims arising out of or in connection with Indemnitor's performance under this Agreement, Indemnitor agrees to pay to the City, its officials, police officers, agents, volunteers, attorneys or employees, any and all costs and expenses incurred by them in such action or proceeding, including, but not limited to, legal costs and attorneys' fees; The Parties further expressly agree that this indemnification provision is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full force and effect. In furtherance of this duty of indemnification, Indemnitor will be required to maintain an insurance policy for personal injury and property damage in the amount of $2,000,000, and naming City as an insured thereunder. 5. Release. Indemnitor hereby releases and forever discharges the Released Parties, and each and every one of them, from and against any and all Claims or Liabilities, including, but not limited to, any demands, actions claimed by UCIPD Patrons. This is a complete and final release and shall be binding upon Indemnitor and covers claims arising out of or connected with Indemnitor's presence and /or the use of all or any portion of the Training Center by UCIPD Patrons. 6. Waiver of Civil Code Section 1542. The Parties expressly agree to waive and relinquish all rights and benefits that it may have under Section 1542 of the Civil Code of the State of California. That section reads as follows: "§ 1542. [General release; extent] A general release does not extend to claims which the creditor does not know or suspect to exist in his favor WPD Range and Safety Training Center Indemnification and Hold Harmless Agmt Page 2 of 5 at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." 7. Term. This Agreement shall commence on the Effective Date and continue for a period of three (3) years, ending on June 30, 2020, unless previously terminated as provided herein or as otherwise agreed in writing by the parties. 8. Termination. Either party has a right to terminate this Agreement with or without cause. Termination shall occur only with thirty (30) days advance written notice to the Chief of Police of the respective department. In the event of termination, Indemnitor shall pay City for time spent at the Training Center up until the date of the written notice of termination. 9. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 10. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement. 11. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. IF TO INDEMNITOR: Seal Beach Police Dept. Administrative Operations 911 Seal Beach BI. Seal Beach, CA. 90740 Tel: (562)799 -4100 Fax: (562)493-0634 Attn: Operations IF TO CITY: Professional Standards Unit Westminster Police Depart. City of Westminster 8200 Westminster Blvd. Westminster, CA 92683 Tel: 714 -898 -3315 Fax: 714- 898 -5932 Attn: PSU Commander 12. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. W PD Range and Safety Training Center Indemnification and Hold Harmless Agmt Page 3 of 5 13. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. 14. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, each side will bear their own costs and expenses, including reasonable attorneys' fees, incurred by the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. 15. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 16. Knowing and Voluntary. This Agreement is an important legal document and in all respects has been voluntarily and knowingly executed by the Parties hereto. The Parties specifically represent that prior to signing this Agreement they have been provided a reasonable period of time within which to consider whether to accept this Agreement. The Parties further represent that they have each carefully read and fully understand all of the provisions of this Agreement, and that they are voluntarily, knowingly, and without coercion entering into this Agreement based upon their own judgment. The Parties further specifically represent that prior to signing this Agreement they have conferred with their counsel to the extent desired concerning the legal effect of this Agreement. 17. Cooperation. In the event any claim or action is brought against the City relating to this Agreement, Indemnitor shall render any reasonable assistance and cooperation which the City might require. 18. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement. 19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Indemnitor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 20. Headings. Paragraphs and subparagraph headings contained in this Agreement included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 22. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one Agreement. W PD Range and Safety Training Center Indemnification and Hold Harmless Agmt Page 4 of 5 23. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF WESTMINSTER, A mu al corporation Aj 4-- — Eddie Manfro, City Mana TTEST: ty Clerk and ex -o ficio Clerk of the City of Westminster CITY OF SEAL BEACH INITIATED AND APPROVED: , Interim Chief of Police APPROVE T RM: APP OVED O FORM: City Attorney City Attorney W PD Range and Safety Training Center Indemnification and Hold Harmless Agmt Page 5 of 5 MEMORANDUM OF UNDERSTANDING FOR JOINT POLICE SERVICES This Memorandum of Understanding for Joint Police Services ( "MOU ") Is entered into on this 81h day of May, 2017, ( "Effective Date ") by and between the CITY OF SEAL BEACH ( "Seal Beach "), and the CITY OF WESTMINSTER ( "Westminster ") (collectively referred to herein as "Parties "). RECITALS WHEREAS, Westminster has a new training facility, the Westminster Police Range and Safety Training Center ( "Westminster STC "), located at 7351 Hazard, Westminster, California, 92683, which includes: a live fire range, simmunitions room, mat room, meeting rooms, and gun cleaning room; and, WHEREAS, Seal Beach desires to utilize the Westminster STC facilities and /or the various safety training apparatus for Special Weapons and Tactics ( "S.W.A.T. ") training; WHEREAS, the Parties have determined that the Westminster STC should be a training facility for the West County S.W.A.T. and the Parties now desire to accomplish this. NOW, THEREFORE, the Parties hereby agree as follows: 1. Purpose. Subject to the terms of this MOU, Seal Beach and its officers in West County S.W.A.T. may use the Westminster STC at no cost for the purposes of S.W.A.T. training. For training other than S.W.A.T. training, Seal Beach and its officers may use the Westminster STC at the law enforcement cost rates specified in Exhibit A. 2. Term. This MOU shall commence on the Effective Date and continue unless previously terminated as provided herein or as otherwise agreed by the Parties. 3. Termination. Either party has a right to terminate this MOU with or without cause. Termination shall occur only with thirty (30) days advance written notice to the Chief of Police of the respective department. 4. Agreement to Abide by Rules and Regulations. Seal Beach agrees that it will ensure that its officers comply with all reasonable rules and regulations ( "Rules and Regulations ") adopted for the Westminster STC facilities. In the event of any personal injury to a Seal Beach officer or officer in West County S.W.A.T. ( "User(s) ") arising out of his or her use of or presence at the Westminster STC, the Parties hereby authorize the provision of emergency medical treatment to the User(s) as may be deemed appropriate under existing circumstances at the time of the injury, and further authorize emergency personnel to transport the User(s) to the nearest emergency medical facility, by whatever means may be deemed appropriate under the circumstances. 5. Release of Liability. Except as provided for in Sections 6 and 7, below, Seal Beach hereby releases, discharges, waives, holds harmless and covenants not to sue Westminster, its officers, directors, agents, representatives, employees, or volunteers, from any and all liability to the User(s), the heirs, executors, administrators, successors and assigns of the User(s), for any loss, damages, or bodily injury, including death, to the User's person or property, or for any other consequences to the user arising from, out of or as a result of use of the Westminster STC, by the User. Notwithstanding anything in the foregoing to the contrary, the terms of the foregoing release shall not apply to any Claims (as defined in Section 7, below) to the extent such Claims result from the negligence or willful misconduct of Westminster, its officials, officers, employees and /or agents in connection with or arising out of the use of the Westminster STC; provided, however, that if a court of competent jurisdiction determines that there was no negligence on the part of Westminster, its officials, officers, employee and /or agents, the duty of Seal Beach to defend and indemnify Westminster pursuant to Section 7 below shall exist and Westminster may recover from Seal Beach the reasonable costs of defense incurred by Westminster. 6. Workers' Compensation and Other Benefits. The Parties shall each be responsible for the workers' compensation coverage and benefits for its own employees /Users participating in the Agreement, and each of the Parties shall jointly and severally indemnify and hold the other Parties harmless for any claims for such coverage or benefits as well as for other benefits, which may be claimed by an employee /User by virtue of participating in the activities described in this MOU. To the maximum extent permitted by law, the Parties agree that any other signatory to the MOU shall not be considered "third parties" for purposes of imposing workers' compensation liability except the signatory employing the employees /Users who may be injured during any joint action of the Parties' trained or designated employees. 7. Indemnification. In return for use of the Westminster STC, Seal Beach, pursuant to Government Code § 895.4, hereby agrees to indemnify, defend, and hold harmless Westminster, including its elected or appointed public officials, officers, agents, employees, volunteers, and attorneys (collectively, the "Westminster STC Parties ") from and against any and all loss, cost, damage, expense, claims, bodily injury, including death to the User's person or property and liability (including damage and destruction to the Westminster STC), including, court costs and reasonable attorneys' fees (collectively "Claims "), to the extent incurred in connection with or arising out of Seal Beach's ' use of the Westminster STC. Notwithstanding the foregoing to the contrary, the terms of the foregoing indemnity shall not apply to any Claims to the extent such Claims result from the negligence or willful misconduct of Westminster, its officials, officers, employees and /or agents in connection with or arising out of the use of the Westminster STC. 8. Additional Terms. Should any portion, word, clause, phrase, sentence or paragraph of this MOU be declared void or unenforceable, such portion shall be considered independent and severable from the remainder, the validity of which shall remain unaffected. This MOU constitutes the entire understanding of the Parties hereto with respect to this matter and supersedes all prior discussions and communications. Any modifications to this MOU must be done in writing and signed by both Parties in order to be effective. 9. Governing law. This MOU shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event that there is any legal action to enforce or interpret this MOU, the Parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. 10.Complete Agreement. This MOU represents the complete integrated agreement between the Parties hereto regarding Seal Beach's use of the Westminster STC. No other agreement, promise or amendment of the terms of this MOU shall be valid and binding unless approved and executed in writing by both Parties. [SIGNATURES ON FOLLOWING PAGE] CITY OF SEAL BEACH IXYI �P �-1 J II . Ingram Date City Manager Approve s to By rai teele Date City Attorney City of Seal Beach CITY OF WESTMINSTER L-16-J-7 Ral h Ornelas Date Chief of Police INDEMNIFICATION AND HOLD HARMLESS AGREEMENT THIS INDEMNIFICATION AND HOLD HARMLESS AGREEMENT ( "Agreement ") is made and entered into this 8`h day of May, 2017, ( "Effective Date ") by and between the CITY OF WESTMINSTER (the "City "), and The City of Seal Beach and the Seal Beach Police Department (collectively referred to as the "Parties "). RECITALS A. WHEREAS, the City is the owner of Westminster Police Range and Safety Training Center located at 7351 Hazard Ave., Westminster, CA 92683 (hereinafter, this facility, including its MAT room is referred to as "Training Center "); and B. WHEREAS, Indemnitor desires to have its police officers use the Training Center for Purposes of meeting training and qualification requirements; and C. WHEREAS, the City grants permission to Indemnitor to use the City's Training Center, subject to the fees and certain conditions set forth in this Agreement. NOW, THEREFORE, the Parties hereto agree as follows: 1. Right to Use the Training Center & Fee for Use_. Subject to the terms of this Agreement, Indemnitor and its police officers may use the Training Center, subject to reasonable availability and thirty (30) days advanced notice for scheduling. A "day" as used herein means in excess of 4 hours and up to eight consecutive hours not including up to a 30 minute lunch break, for a maximum total time onsite not to exceed 8 hours and thirty minutes. A "partial day" as used herein means any period onsite which does not exceed 4 hours. Indemnitor's anticipated use of the Training Center is for firearms training and qualification. Indemnitor agrees to pay the City in accordance with the fee schedule set forth in Exhibit "A," attached hereto and made a part of this Agreement (the "Fee Schedule "); said Fee Schedule being subject to renegotiation and change annually during the period of June 1 through July 31. 2. Method of Billing. Indemnitor shall pay City's invoice within forty five (45) days from the date the Indemnitor receives said invoice. Said invoices shall be based on the total amount of activities and time spent at the Training Center. 3. Compliance with all Laws. Indemnitor, at its sole cost and expense, shall comply with all of the requirements of all municipal, state and federal laws, regulations and authorities now in force, or which may hereafter be in force pertaining to the use of the Training Center. Indemnitor and each of its police officers agree to fully obey and to comply with all posted rules, regulations and all orders of the Westminster Rangemaster and Range Staff as well as the Westminster Police Range and Safety Training Center Policy (the 'Training Center Policy ") as more fully described in Exhibit 'B ", attached hereto and made a part of this Agreement. Indemnitor and each its police officers understand that they may be excluded from the Training Center for failure to fully obey and to comply with all posted rules, regulations, all orders of the Westminster Rangemaster and Range Staff and Training Center Policy, without any liability to the City, its officials, police officers, employees, volunteers, attorneys, assigns or anyone else acting on the City's behalf. 4. Indemnification of City. Indemnitor, as a material Part of the consideration to be rendered to City under this Agreement, hereby waives any and all claims against City for damage to equipment or other personal property, in, upon, or about the Training Center, and hereby waives any and all claims for bodily injury (including death), liability, damages, lawsuits, WPD Range and Safety Training Center Indemnification and Hold Harmless Agmt Page 1 of 5 expenses (including, but not limited to, medical expenses and attorneys' fees) and any other liability to Indemnitor's Police Officers and /or other employees of Indemnitor who are authorized by Indemnitor's Police Chief to use the subject Training Center (hereinafter collectively referred to as "UCIPD Patrons "). Indemnitor further agrees to indemnify the City, its elected and appointed officials, police officers, agents, volunteers, employees, and attorneys, and anyone else acting on the City's behalf (hereinafter collectively referred to as "Released Parties "), against and shall hold and save them and each of them harmless from any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities (herein "Claims or Liabilities ") that may be asserted, arise from active or passive negligence, and are claimed by a third party in connection with the use of the Training Center by UCIPD Patrons, whether or not there is concurrent passive negligence on the part of the Released Parties in connection herewith: Indemnitor shall defend any action or actions filed in connection with any of said Claims or Liabilities and shall pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; Indemnitor shall promptly pay any judgment rendered against the Released Parties for any such Claims or Liabilities arising out of or in connection with the performance of or failure to perform under this Agreement; and Indemnitor agrees to save and to hold the Released Parties harmless there from; In the event that the City, its elected or appointed officials, police officers, agents, employees, volunteers, attorneys, or anyone acting on their behalf, is made a party to any actions or proceeding filed or prosecuted against Indemnitor for such damages or other claims arising out of or in connection with Indemnitor's performance under this Agreement, Indemnitor agrees to pay to the City, its officials, police officers, agents, volunteers, attorneys or employees, any and all costs and expenses incurred by them in such action or proceeding, including, but not limited to, legal costs and attorneys' fees; The Parties further expressly agree that this indemnification provision is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full force and effect. In furtherance of this duty of indemnification, Indemnitor will be required to maintain an insurance policy for personal injury and property damage in the amount of $2,000,000, and naming City as an insured thereunder. 5. Release. Indemnitor hereby releases and forever discharges the Released Parties, and each and every one of them, from and against any and all Claims or Liabilities, including, but not limited to, any demands, actions claimed by UCIPD Patrons. This is a complete and final release and shall be binding upon Indemnitor and covers claims arising out of or connected with Indemnitor's presence and /or the use of all or any portion of the Training Center by UCIPD Patrons. 6. Waiver of Civil Code Section 1542. The Parties expressly agree to waive and relinquish all rights and benefits that it may have under Section 1542 of the Civil Code of the State of California. That section reads as follows: "§ 1542. [General release; extent] A general release does not extend to claims which the creditor does not know or suspect to exist in his favor WPD Range and Safety Training Center Indemnification and Hold Harmless Agmt Page 2 of 5 at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." 7. Term. This Agreement shall commence on the Effective Date and continue for a period of three (3) years, ending on June 30, 2020, unless previously terminated as provided herein or as otherwise agreed in writing by the parties. 8. Termination. Either party has a right to terminate this Agreement with or without cause. Termination shall occur only with thirty (30) days advance written notice to the Chief of Police of the respective department. In the event of termination, Indemnitor shall pay City for time spent at the Training Center up until the date of the written notice of termination. 9. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 10. Entire Agreement, This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement. 11. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. IF TO INDEMNITOR: Seal Beach Police Dept. Administrative Operations 911 Seal Beach BI. Seal Beach, CA. 90740 Tel: (562)799 -4100 Fax: (562)493-0634 Attn: Operations IF TO CITY: Professional Standards Unit Westminster Police Depart. City of Westminster 8200 Westminster Blvd. Westminster, CA 92683 Tel: 714- 898 -3315 Fax: 714- 898 -5932 Attn: PSU Commander 12. Severabi itv. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. WPD Range and Safety Training Center Indemnification and Hold Harmless Agmt Page 3 of 5 13. Governing Law- This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. 14. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, each side will bear their own costs and expenses, including reasonable attorneys' fees, incurred by the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. 15. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 16. Knowing and Voluntary. This Agreement is an important legal document and in all respects has been voluntarily and knowingly executed by the Parties hereto. The Parties specifically represent that prior to signing this Agreement they have been provided a reasonable period of time within which to consider whether to accept this Agreement. The Parties further represent that they have each carefully read and fully understand all of the provisions of this Agreement, and that they are voluntarily, knowingly, and without coercion entering into this Agreement based upon their own judgment. The Parties further specifically represent that prior to signing this Agreement they have conferred with their counsel to the extent desired concerning the legal effect of this Agreement. 17. Cooperation. In the event any claim or action is brought against the City relating to this Agreement, Indemnitor shall render any reasonable assistance and cooperation which the City might require. 18. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement. 19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Indemnitor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 20. Headings. Paragraphs and subparagraph headings contained in this Agreement included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this! Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 22. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original- All counterparts shall be construed together and shall constitute one Agreement. WPD Range and Safety Training Center Indemnification and Hold Harmless Agmt Page 4 of 5 23. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF WESTMINSTER, CITY OF SEAL BEACH A municipal corporation Eddie Manfro, City Manager ATTEST: City Clerk and ex- officio Clerk of the City of Westminster APPROVED AS TO FORM: Attorney INITIALED AND APPROVED: Joe Miller, Interim Chief of Police City WPD Flange and Safety Training Center Indemnification and Hold Harmless Agmt Page 5 of 5 MEMORANDUM OF UNDERSTANDING FOR JOINT POLICE SERVICES This Memorandum of Understanding for Joint Police Services ( "MOU ") is entered into on this 8th day of May, 2017, ( "Effective Date ") by and between the CITY OF SEAL BEACH ( "Seal Beach "), and the CITY OF WESTMINSTER ( "Westminster ") (collectively referred to herein as "Parties "). RECITALS WHEREAS, Westminster has a new training facility, the Westminster Police Range and Safety Training Center ( "Westminster STC "), located at 7351 Hazard, Westminster, California, 92683, which includes: a live fire range, simmunitions room, mat room, meeting rooms, and gun cleaning room; and, WHEREAS, Seal Beach desires to utilize the Westminster STC facilities and /or the various safety training apparatus for Special Weapons and 'Tactics ( "S.W.A.T. ") training; WHEREAS, the Parties have determined that the Westminster STC should be a training facility for the West County S.W.A.T. and the Parties now desire to accomplish this. NOW, THEREFORE, the Parties hereby agree as follows: 1. Purpose. Subject to the terms of this MOU, Seal Beach and its officers in West County S.W.A.T. may use the Westminster STC at no cost for the purposes of S.W.A.T. training. For training other than S.W.A.T. training, Seal Beach and its officers may use the Westminster STC at the law enforcement cost rates specified in Exhibit A. 2. Term. This MOU shall commence on the Effective Date and continue unless previously terminated as provided herein or as otherwise agreed by the Parties. i 3. Termination. Either party has a right to terminate this MOU with or without cause. Termination shall occur only with thirty (30) days advance written notice to the Chief of Police of the respective department. 4. Agreement to Abide by Rules and Regulations. Seal Beach agrees that it will ensure that its officers comply with all reasonable rules and regulations ( "Rules and Regulations ") adopted for the Westminster STC facilities. In the event of any personal injury to a Seal Beach officer or officer in West County S.W.A.T. ( "User(s) ") arising out of his or her use of or presence at the Westminster STC, the Parties hereby authorize the provision of emergency medical treatment to the User(s) as may be deemed appropriate under existing circumstances at the time of the injury, and further authorize emergency personnel to transport the User(s) to the nearest emergency medical facility, by whatever means may be deemed appropriate under the circumstances. 5. Release of Liability. Except as provided for in Sections 6 and 7, below, Seal Beach hereby releases, discharges, waives, holds harmless and covenants not to sue Westminster, its officers, directors, agents, representatives, employees, or volunteers, from any and all liability to the User(s), the heirs, executors, administrators, successors and assigns of the User(s), for any loss, damages, or bodily injury, including death, to the User's person or property, or for any other consequences to the user arising from, out of or as a result of use of the Westminster STC, by the User. Notwithstanding anything in the foregoing to the contrary, the terms of the foregoing release shall not apply to any Claims (as defined in Section 7, below) to the extent such Claims result from the negligence or willful misconduct of Westminster, its officials, officers, employees and /or agents in connection with or arising out of the use of the Westminster STC; provided, however, that if a court of competent jurisdiction determines that there was no negligence on the part of Westminster, its officials, officers, employee and /or agents, the duty of Seal Beach to defend and indemnify Westminster pursuant to Section 7 below shall exist and Westminster may recover from Seal Beach the reasonable costs of defense incurred by Westminster. 6. Workers' Compensation and Other Benefits. The Parties shall each be responsible for the workers' compensation coverage and benefits for its own employees /Users participating in the Agreement, and each of the Parties shall jointly and severally indemnify and hold the other Parties harmless for any claims for such coverage or benefits as well as for other benefits, which may be claimed by an employee /User by virtue of participating in the activities described in this MOU. To the maximum extent permitted by law, the Parties agree that any other signatory to the MOU shall not be considered "third parties" for purposes of imposing workers' compensation liability except the signatory employing the employees /Users who may be injured during any joint action of the Parties' trained or designated employees. 7. Indemnification. In return for use of the Westminster STC, Seal Beach, pursuant to Government Code § 895.4, hereby agrees to indemnify, defend, and hold harmless Westminster, including its elected or appointed public officials, officers, agents, employees, volunteers, and attorneys (collectively, the "Westminster STC Parties ") from and against any and all loss, cost, damage, expense, claims, bodily injury, including death to the User's person or property and liability (including damage and destruction to the Westminster STC), including, court costs and reasonable attorneys' fees (collectively "Claims "), to the extent incurred in connection with or arising out of Seal Beach's ' use of the Westminster STC. Notwithstanding the foregoing to the contrary, the terms of the foregoing indemnity shall not apply to any Claims to the extent such Claims result from the negligence or willful misconduct of Westminster, its officials, officers, employees and /or agents in connection with or arising out of the use of the Westminster STC. 8. Additional Terms. Should any portion, word, clause, phrase, sentence or paragraph of this MOU be declared void or unenforceable, such portion shall be considered independent and severable from the remainder, the validity of which shall remain unaffected. This MOU constitutes the entire understanding of the Parties hereto with respect to this matter and supersedes all prior discussions and communications. Any modifications to this MOU must be done in writing and signed by both Parties in order to be effective. 9. Governing law. This MOU shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event that there is any legal action to enforce or interpret this MOU, the Parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. 10.Complete Agreement. This MOU represents the complete integrated agreement between the Parties hereto regarding Seal Beach's use of the Westminster STC. No other agreement, promise or amendment of the terms of this MOU shall be valid and binding unless approved and executed in writing by both Parties. [SIGNATURES ON FOLLOWING PAGE] CITY OF SEAL BEACH J� Ingram Date City Manager rov e s to App s I -c;�O 1 -7 By rai teele Date City Attorney City of Seal Beach CITY OF WESTMINSTER Ralph Ornelas Date Chief of Police