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2009-34VEHICLE TRANSFER AGREEMENT This Agreement is made and entered into by and between Gary S. Borders, as Sheriff of Lake County, Florida, whose address is 360 West Ruby Street, Tavare§, Florida 32778, hereinafter referred to as the "SHERIFF'S OFFICE", and Clermont Police Department, whose address is 865 W. Montrose Street, Clermont, Florida 3471 1, hereinafter referred to as the "RECEIVING ENTITY". WTTNESSETH Whereas the ``SHERIFF'S OFFICE" owns and has in its possession a 1994 Chevrolet herein after referred to as VEHICLE which is not needed by the "SHERIFF'S OFFICE" but which the "SHERIFF'S OFFICE" wishes to donate to the "RECEIVING ENTITY". Whereas the "SHERIFF'S OFFICE" is authorized to such transfer property to the "RECEIVING ENTITY". Whereas the "RECEIVING ENTITY" has use for said VEHICLE and wishes to accept the transfer of said property. NOW THEREFORE, in consideration of the mutual covenants, conditions and terms set forth herein, the "SHERIFF'S OFFICE" and the "RECEIVING ENTITY" hereby agree as follows: 1. The "SHERIFF'S OFFICE" agrees to do the following: a. On or before the "~ day of <f~-T. 200 to transfer possession and ownership to the aforesaid VEHICLE to the "RECEIVING ENTITY"; and b. Complete all documentation necessary to effectuate the aforesaid transfer of possession and ownership. 2. The "RECEIVING ENTITY" agrees to do the following: a. Accept transfer of possession and ownership of the aforesaid VEHICLE from the "SHERIFF'S OFFICE"; and b. Hold Harmless Agreement. Upon transfer of possession of the aforesaid VEHICLE to the `RECEIVING ENTITY", the "RECEIVING ENTITY" assumes the entire responsibility for said VEHICLE and as such the "RECEIVING ENTITY" hereby releases the "SHERIFF'S OFFICE" and all representatives thereof including but not limited to Gary S. Borders, Sheriff, from all liability arising from the transfer of said VEHICLE to the "RECEIVING ENTITY", including negligence on the part of the "RECEIVING ENTITY" or the "SHERIFF'S OFFICE CEIVING ENTITY" further expressly agrees to indemnify the "SHERIFF'S OFFICE", and all its employees and representatives including but not limited to Gary S. Borders, Sheriff, his appointees, officers, agerrts employees and agrees to hold them and shall hold all of them harmless from any and all claims and actions for personal injury, death or property damage and from any other losses, and all damages (including but not limited to: compensatory, consequential, and incidental), charges or expenses, including reasonable attorney's fees, which arise out of or which are alleged to have arisen out of, in connection with or by reason of, the transfer of possession and/or ownership of the aforesaid VEHICLE to the "RECENING ENTITY". Nothing herein is intended or shall be interpreted to waive or limit any rights that the "SHERIFF'S OFFICE", his appointees, officers, agents and employees have pursuant to Chapter 768, Florida Statutes, or any other applicable or limiting law. Mutual Intent. It is agreed between the `SHERIFF'S OFFICE" and "RECEIVING ENTITY" that the provisions in this Agreement represent the true intent of the parties and that sufficient consideration exists for each to be bound thereby. 4. Enforcement. In the event any party incurs legal expenses or costs to enforce the terms of this Agreement, the prevailing party shall be entitled to recover the costs such action so incurred, including but not limited to all reasonable attorney's fees. This provision shall be as permitted by Florida law including but not limited to Florida Statute 768.28, however, the Sheriff and the "SHERIFF'S OFFICE" do not waive any protections, available defenses or limitations of actions, to which the Sheriff and/or the "SHERIFF'S OFFICE" may be entitled in accordance with section 768.28 Florida Statutes and Florida law. Nothing herein is intended or shall be interpreted to waive or limit any rights that the Sheriff and/or the "SHERIFF'S OFFICE", his appointees, officers, agents and employees have pursuant to Chapter 768, Florida Statutes, or any other applicable or limiting law. ~. Amendments To Agreement. It is further agreed that no modification, amendment, or alternation in the terms or conditions contained herein shall be effective unless contain in a written document executed with the same formality and of equal dignity herewith. 6. Assignability. Unless otherwise permitted herein, neither party shall assign this Agreement. 7. Severability. In the event any provision of this Agreement is held to be unenforceable for any reason, the unenforceability thereof shall not affect the remainder of the Agreement which shall remain in full force and effect and enforceable in accordance with its terms. 8. No Warranties. The parties recognize and agree that the "SHERIFF'S OFFICE" makes no warranties, expressed or implied, as to the fitness and reliability of said VEHICLE and specifically disclaims any warranty of merchantability, fitness and suitability for a particular use or purpose, or the fitness or suitability of the aforesaid VEHICLE for any specific application, performance, result or use. The "RECEIVING ENTITY" agrees that it is accepting transfer of possession and ownership of said VEHICLE in "as is" condition. 9. Entire Agreement. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. 10. Governing Law, 3urisdiction, Venue. This Agreement and all of the rights and obligations of the parties hereto shall be governed both procedurally and substantively by and construed according to the Laws of Florida. The parties further agree that jurisdiction regarding the rights and obligations of all parties under this Agreement and all litigation resulting there from, whether by arbitration or otherwise, shall be vested in the Fifth Judicial Circuit, in and for Lake County, Florida. IN WITNESS WHEREOF, the parties have set their hands and seals hereto on the dates indicated below: "SHERIFF'S OFFICE" (Lake County Sheriff s Office) On this ~ day of ~_, 200 `3 Gary S.` orders, as Sheriff of Lake County, Florida "RECEIVING ENTITY" (Clermont Police Department) On this ZG day of C7e-~ - , 200 BY: of Police Clermont Police State of Florida, County of Lake The foregoing instrument was acknowledged before me this 7~~''`day of C~-Obey' , 200 ~ by Steve Graham, Chief of Police, on behalf of the "RECEIVING ENTITY" (i.e. Clermont Police Department), who is personally known to me or has produced a Florida Driver's License as identification and ~d ~/ did not take an oath. otary Public, My mmissio Expires: /U////////////if/ A/.POU////19.R//1~Pluu ~EC~i o. ~~C1UNG ~~`~jpl~~o, Co~m~+u~QR10071 Approved as to form and legality by ~ _~ L=_ Patricia T. Gross, Esq. ~,~ Expirc~~ ifN31J2o12 ~o''f~F.~r Fbrida Notary Assn., lnc C General Counsel for ~...::':::''.~.~ .................................m Lake County Sheriff's Office