HomeMy WebLinkAboutPD07-337 - Original - City of John Day, Oregon - Transfer of Property & Hold Harmless Agreement - 12/19/2007 R
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Z�KNT
WASH-l-
TRANSFER OF PROPERTY AND HOLD HARMLESS AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties to this Agreement, the CITY OF KENT, a
Washington municipal corporation, ("Kent") does hereby transfer to the CITY OF JOHN
DAY, an Oregon municipal corporation ("Recipient") all right, title, and interest that Kent
may have in a ProTech Body Bunker Ballistic Shield of NIJ Threat Level IIIA
("equipment"), which has been found to be surplus to Kent's needs.
Kent hereby warrants to Recipient that immediately prior to the delivery of this
Agreement, Kent was the owner of the full legal title to the described equipment and
that Kent had the lawful right to transfer the same and that good and clear title to the
- -egwpment-As_hereby- vested _-in - Recipient -free -- and-- clear--of-all- liens, --claims, -
encumbrances, and rights of others. Kent makes no warranty with respect to the
equipment and Recipient warrants that it has inspected the described equipment, is
aware of any defects in such equipment, and has determined that the equipment is in a
safe condition for Recipient's use.
Recipient accepts the property "as is," and Kent makes no warranty of any kind,
express or implied, or arising by operation of law, by course of dealing or arising by
performance, trade practice, or otherwise. Kent disclaims all other warranties, including
without limitation, any implied warranties of merchantability or fitness for a particular
purpose. Repair or replacement of defective parts shall be the obligation of Recipient.
In no event shall Kent be liable for direct, indirect, incidental, exemplary, consequential,
or special damages arising in any manner whatsoever, even if Kent had been previously
advised of the possibility of that damage. Kent's maximum liability shall in no event
exceed the price of the surplus equipment specified herein. No person has authority to
make any claim, representation, warranty, promise, guarantee, or commitment on
behalf of Kent that is not expressed in this agreement.
BY SIGNING THIS AGREEMENT, THE RECIPIENT AFFIRMS:
1) That Kent has made Recipient aware that the equipment to be sold under
this agreement is used and has been determined by Kent to be surplus to
Kent's needs.
2) That the Recipient has been given ample opportunity to inspect the
surplus equipment and has in fact inspected the surplus equipment
referred to in this Agreement and is aware of any defects.
3) That the Recipient has independently found the surplus equipment to
meet or exceed its requirements and standards.
4) That the Recipient agrees to the terms of this Agreement.
Recipient shall defend, indemnify, and hold Kent, its officers, officials, employees,
agents, and volunteers harmless from any and all claims, injuries, damages, losses, or
suits, including all legal costs and attorney fees, arising out of or in connection with the
property or the performance of this Agreement, except for that portion caused by Kent's
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sole negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE RECIPIENT'S WAIVER OF
IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE
PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT
THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
IN WITNESS WHEREOF, the parties have caused this Transfer of Property and
Hold Harmless Agreement to be executed and delivered in its name this 'kday of
2007.
CITY OF KENT, WASHINGTON CITY OF ]OHN DAY, OREGON
By: By:
Print Name: Print Print Name:/P� r'7
Its: Its: C �
Approved'as�to Form: Approved alto Form:
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Kent"Law Departm
P\Gvil\Files\OpenFiles\0133-2007\G1ylohn Day-Shield Bi11of5aleHoldHarmless doc
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