Res 2021-061/authorizing the sale of eleven surplus police vehicles to the City of Oak Ridge and Brazoria County in the amount of $76,500 and the donation of three surplus police vehicles to the Town of Staples and Brazos Port College; (2)

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Section 3. Disclaimer of Warranties; Limitation of Liability. 3.1 TRANSFEREE HEREBY ACKNOWLEDGES RECEIPT OF THE EQUIPMENT AND THAT TRANSFEREE HAS EXAMINED THE EQUIPMENT TO INSPECT ITS CONDITION. THE TRANSFEREE ACKNOWLEDGES AND AGREES THAT THE EQUIPMENT IS SOLD ON AN AS -IS AND WHERE IS WITH ALL FAULTS, WITH NO GUARANTEES OR WARRANTIES, EXPRESS OR IMPLIED WHETHER OF TITLE, MERCHANTABILITY, ITS CONDITION, PERFORMANCE, OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. 3.2 UNDER NO CIRCUMSTANCES WILL TRANSFEROR BE LIABLE TO TRANSFEREE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE EQUIPMENT OR ITS USE BY TRANSFEROR. Section 4. Miscellaneous Provisions 4.1 Authority. Each of the persons executing this Agreement represent that he or she has full power and authority to execute this Agreement on behalf of the party that person represents. 4.2 Law and Venue. This Agreement shall be construed and enforced according to the laws of the State of Texas; and exclusive venue for any legal action arising under this Agreement shall lie in Hays County, Texas. 4.3 Immunity: The City's execution of and performance under this Agreement will not act as a waiver of any immunity of the City to suit or liability under applicable law. The parties acknowledge that the City, in executing and performing this Agreement, is a governmental entity acting in a governmental capacity. 4.4 Effective Date. This Agreement will become effective upon execution of both parties. 4.5 Amendment. No amendment of this Agreement will be effective until the amendment has been reduced to writing, each party has duly approved it, and is signed by the authorized representatives of the Parties. Any amendment will incorporate this Agreement in every particular not otherwise changed by the amendment. 4.6 Complete Agreement/Amendment. This Agreement represents a complete agreement of the parties and supersedes all prior written and oral matters related to this Agreement. This Agreement may be canceled, changed, modified or amended, in whole or in part, only by the written and recorded agreement by the City and the Transferee. 4.7 Binding Effect. This Agreement will be binding on and inure to the benefit of the Parties and their respective successors and assigns. 4.8 Interpretation. Each of the Parties have been represented by counsel of their choosing in the negotiation and preparation of this Agreement. In the event of any dispute regarding the interpretation of this Agreement, this Agreement will be interpreted fairly and reasonably and neither more strongly for nor against any Party based on draftsmanship. Page 2 of 4