HomeMy WebLinkAboutMilton Police Department - Waiver of Liability, Assumption of Risk, and Indemnification Agreement for Transfer of Surplus Law Enforcement Equipment 2025 05 21WAIVER OF LIABILITY, ASSUMPTION OF RISK, AND INDEMNIFICATION
AGREEMENT FOR TRANSFER OF SURPLUS LAW ENFORCEMENT EQUIPMENT
This Waiver of Liability, Assumption of Risk, and Indemnification Agreement ("Agreement") is
made and entered into on the date the last signature is written below ("Effective Date"), by and
between the the City of Winter Springs, a Florida municipal corporation, and its Winter Springs
Police Department, a municipal law enforcement agency organized under the laws of the State of
Florida (together referred to as the "Transferor"), and the City of Milton, a Florida municipal
corporation, and its Milton Police Department, a municipal law enforcement agency organized
under the laws of the State of Florida (together referred to as the "Transferee").
WHEREAS, Transferor possesses certain surplus ballistic shields that have exceeded their
manufacturer -designated service life and have been deemed surplus by the Transferor; and
WHEREAS, Transferee desires to accept such equipment for its own use or disposition, with full
knowledge of its existing condition;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Transfer of Equipment
Transferor hereby transfers, assigns, and conveys to Transferee all of Transferor's right, title, and
interest in and to certain used and expired ballistic shields, as more particularly described in
Exhibit A attached hereto (the "Equipment"). Title to and possession of the Equipment shall
pass to Transferee on the date that the physical possession of the Equipment is delivered to and
accepted by Transferee (the "Transfer Date").
2. Condition of Equipment; Disclaimer of Warranties
Transferee acknowledges and agrees to the following:
(a) The Equipment is used, obsolete, and has exceeded its manufacturer -recommended service
life;
(b) The Equipment may be damaged, degraded, incomplete, defective, noncompliant with
current standards, unsuitable for any protective, ballistic, training, operational, or other use, and
may fail to perform in accordance with original design specifications or intended purpose; and
(c) The Equipment is transferred strictly on an "AS IS," "WHERE IS," "WITH ALL FAULTS,"
and "WITHOUT RECOURSE" basis.
Transferee accepts the Equipment in its present condition and assumes all risks associated with
its possession, storage, transport, inspection, handling, use, misuse, disposal, or further transfer.
Transferor makes no representations, warranties, or assurances of any kind, whether express or
implied, or otherwise, regarding the Equipment, including but without limitation, any
representation or warranty as to title except as set forth herein, condition, quality,
merchantability, fitness for a particular purpose, standard, certification, effectiveness for
protective use, or manufacturer specifications, or suitability for any intended use. All such
representations and warranties are hereby expressly disclaimed to the fullest extent permitted
under Florida law.
3. Acknowledgment and Assumption of Risk
Transferee expressly acknowledges and agrees that the expired Equipment presents inherent
dangers and substantial risks including, without limitation, the risk that the Equipment may
degrade, malfunction, fail to partially or completely, or provide no ballistic or protective benefit
whatsoever, which may result in serious bodily injury or death, property damage, or other loss.
Transferee voluntarily, knowingly, and with full awareness of its used, expired, obsolete, and
potentially defective condition. Furthermore, to the fullest extent permitted by Florida law,
Transferee assumes any and all risks, liabilities, claims, damages, losses, costs, and expenses,
whether known or unknown, foreseeable or unforeseeable, arising out of or related to the
possession, storage, transportation, inspection, handling, deployment, use, misuse, failure,
maintenance, disposal, or further transfer of the Equipment.
4. Release and Waiver of Liability
To the fullest extent permitted by the laws of the State of Florida, including but not limited to
applicable provisions of section 768.28, Florida Statutes, Transferee hereby releases, waives, and
forever discharges Transferor, its officers, employees, agents, and representatives from any and
all claims, demands, causes of action, damages, losses, or liabilities of any kind whatsoever,
whether in law or in equity, arising out of or relating to, or in any way connected with the
condition, transfer, delivery, possession, storage, transportation, inspection, handling,
deployment, use, misuse, failure, maintenance, disposal, or further transfer of the Equipment,
including, without limitation, any claim for bodily injury, death, property damage, economic
loss, or other harm.
5. Indemnification by Transferee
To the extent permitted by Florida law, Transferee agrees to indemnify, defend, and hold
harmless Transferor, its officers, employees, and agents from and against any and all claims,
damages, losses, causes of action, judgements, liabilities, and expenses of any kind and nature
whatsoever, including, without limitation, reasonable attorneys' fees and costs, expert witness
fees, court courts, and costs of investigation, whether arising before, during, or after litigation
and including appellate proceedings, arising out of, relating to, or in any way connected with
Transferee's acceptance, delivery, possession, storage, transportation, inspection, handling,
deployment, use, misuse, failure, maintenance, disposal, or further transfer of the Equipment.
The foregoing indemnity shall apply regardless of whether such claims are asserted by
Transferee, its officers, employees, agents, representatives, successors, assigns, insurers, invitees,
third parties, or any other person or entity claiming by, through, or under Transferee, and shall
include, without limitation, claims for bodily injury, death, property damage, economic loss, or
other harm. Nothing herein shall be construed as a waiver of sovereign immunity beyond the
limits set forth in section 768.28, Florida Statutes.
6. Term; Termination
This Agreement becomes effective on the date of last signature below. Either Party may
terminate this Agreement prior to the Transfer Date upon written notice to the other Party. Upon
termination prior to the Transfer Date, neither Party shall have any further obligations hereunder.
7. No Continuing Obligation
Transferor shall have no obligation to inspect, maintain, repair, replace, or provide technical
support for the Equipment following the Transfer Date.
8. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida. Venue for any action arising from this Agreement shall lie exclusively in a court of
competent jurisdiction in the State of Florida.
9. Severability
If any provision of this Agreement is detemuned to be invalid or unenforceable, the remaining
provisions shall remain in full force and effect.
10. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes any
prior negotiations, representations, or agreements, whether written or oral, relating to the subject
matter herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement below and hereby
accept the aforementioned terms and conditions, as of the dates set forth below.
Authorized Representatives
City of Winter Springs
Kevin Sweet, City Manager
Date:
Winter Springs Police Department
ame: Matt Tracht
Title: Police Chief
Date: O $/Z//Z02�"
Authorized Representative
INVENTORY OF TRANSFERRED EQUIPMENT
• 1 Tactical Blanket Model 8P-TAC, Serial # 900-09-2826
• 1 Protech Model 1630 Shield, Serial # 1307MM310
• 1 Protech Model 1630 Shield, Serial # 1307MM288
• 1 Protech .Model 1630 Shield, Serial # 10180258181
• 1 Protech Model 1630 Shield, Serial # 10190072714
• 1 Protech Model 1630 Shield, Serial # 10190072712
• 1 Protech Model 1630 Shield, Serial # 10180258183
• 1 Protech Model 1630 Shield, Serial # sticker missing
• 1 Protech Model 874 Ballistic Helmet, Serial # 170
• 1 Protech Model G874M Ballistic Helmet, Serial # 992A Lot 144
• 1 Protech Model G874M Ballistic Helmet, Serial # 992A Lot 81
• 1 Protech Model G874M Ballistic Helmet, Serial # 992A Lot 72
• 1 Protech Model G874M Ballistic Helmet, Serial # 992A Lot 149
• 2 Protech Model G874M Ballistic Helmet, Serial # sticker missing