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:%r. <br />2.4 All costs associated with pickup, transport, refurbishing, repairing or restoring, <br />and retitling the Equipment will be the responsibility of Transferee. <br />Section 3. Disclaimer of Warranties; Limitation of Liability. <br />3.1 TRANSFEREE HEREBY ACKNOWLEDGES RECEIPT OF THE <br />EQUIPMENT AND THAT TRANSFEREE HAS EXAMINED THE EQUIPMENT TO <br />INSPECT ITS CONDITION. THE TRANSFEREE ACKNOWLEDGES AND AGREES <br />THAT THE EQUIPMENT IS DONATED ON AN AS -IS AND WHERE IS WITH ALL <br />FAULTS, WITH NO GUARANTEES OR WARRANTIES, EXPRESS OR IMPLIED <br />WHETHER OF TITLE, MERCHANTABILITY, ITS CONDITION, PERFORMANCE, <br />OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. <br />3.2 UNDER NO CIRCUMSTANCES WILL TRANSFEROR BE LIABLE TO <br />TRANSFEREE OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, <br />INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR <br />RELATED TO THIS AGREEMENT OR THE EQUIPMENT OR ITS USE BY <br />TRANSFEROR. <br />Section 4. Miscellaneous Provisions <br />4.1 Authority. Each of the persons executing this Agreement represent that he or she has <br />full power and authority to execute this Agreement on behalf of the party that person represents. <br />4.2 Law and Venue. This Agreement shall be construed and enforced according to the laws <br />of the State of Texas; and exclusive venue for any legal action arising under this Agreement shall <br />lie in Hays County, Texas. <br />4.3 Immunity: The City's execution of and performance under this Agreement will <br />not act as a waiver of any immunity of the City to suit or liability under applicable law. The <br />parties acknowledge that the City, in executing and performing this Agreement, is a <br />governmental entity acting in a governmental capacity. <br />4.4 Effective Date. This Agreement will become effective upon execution of both parties. <br />4.5 Amendment. No amendment of this Agreement will be effective until the amendment <br />has been reduced to writing, each party has duly approved it, and is signed by the authorized <br />representatives of the Parties. Any amendment will incorporate this Agreement in every <br />particular not otherwise changed by the amendment. <br />4.6 Complete Agreement /Amendment. This Agreement represents a complete agreement <br />of the parties and supersedes all prior written and oral matters related to this Agreement. This <br />Agreement may be canceled, changed, modified or amended, in whole or in part, only by the <br />written and recorded agreement by the City and the Transferee. <br />2 <br />