Nationwide Mutual/CPD (2)
Nationwide MUlllllI
CPD
Donation
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APPROVED, AS TO
FORM BV:-Q---
Contract No. 7874
AGREEMENT
1. SCOPE
This Agreement ("Agreement") constitutes the agreement by and between the City
of Carmel Board of Public Works and Safety on behalf of the CarmelPolice
Department, Three Civic Square, Carmel, Indiana 46032 (hereinafter "Recipient"),
and Nationwide Mutual Insurance Company, One Nationwide Plaza, Columbus,
Ohio 43215-2220 (hereinafter "Nationwide"), made this -1Ji!.!day of
.~ ,.1997.
Subject to the terms and conditions contained herein, Nationwide agrees to donate
to Recipient, for good and valuable consideration received, the used equipment
(hereinafter "Equipment") listed on Exhibit A as attached hereto and made a part
hereof by this reference.
2. RISK OF LOSS
Risk ofloss shall pass to Recipient immediately upon receipt of the Equipment.
3. INDEMNlFICATION
Recipient shall indemnify, defend and hold Nationwide harmless from any and all
claims, actions, suits, proceedings, costs, expenses, damages and liabilities,
including attorney fees, arising out of, connected with or resulting from the use,
ownership, control, or disposal of the Equipment by Recipient after title to the
Equipment has passed to Recipient.
4. WARRANTIES
EXCEPT AS OTHERWISE SPECIFlCALL Y PROVIDED HEREJN,
NATIONWIDE MAKES NO REPRESENTATIONS OR WARRANTIES OF
A.~ KlND,.EXPRESS OR IMPLIED, WITH RESPECT. TO THE
CONDIDTION, DESIGN OR PERFORMANCE OF THE EQUlPJ:vlENT, AND
EXCLUDES WITHOUT LOOT ATION ANY WARRANTY OF
MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE
EXCEPT AS OTHERWISE SPECIFlCALL Y PROVIDED HEREJN. THE
EQUlPMENT IS DONATED ON AN "AS IS"BASIS, AND NATIONWIDE
SHALL, AFTER TITLE HAS PASSED TO RECIPIENT, HAVE NO
LIABILITY TO RECIPIENT FOR ANY CLAIM BY RECIPIENT FOR LOSS
OR DAMAGE TO RECIPIENT OF A.NY KIND OR NATURE WHATSOEVER
ARlSJNG OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE
DEFICIENCY OR JNADEQUACY OF THE EQUIPMENT FOR ANY
PURPOSE, ANY DEFICIENCY OR DEFECT IN THE EQUlPMENT, THE
I
Nationwide Mutunl
CPD
Donation
USE OR PERFOR.M.ANCE OF1:HE EQUIPMENT,ORANY LaSS OF
BUSlNESS:INCUF.REDBYRECIPlENT AS A REStrLTTHEREOF: INNO
EVENT SHALL NATIONWIDE BE LIABLE FOR Al'lY DIRECT, INDIREct.
INCIDENT ALSPECrAL 'CONSEQUEmlAL, OKOTHERDAMAGES TO
), ~. " . . '. > . . -
RECj:pIENTARISIN'G OUT OF o.RIN: C0NNECTION WITH THIS
AGREEMENT OR TI::IE.OWNERSHIP; CpNTROL OR. USE,OFTHE
EQUIPMENT BY RECIPIENT AFTERTITLE TO. SAMEHASP AS SED TO.
RECIPIHNT.
6. A-M'ENDMENTS AND NON-WAIVER
. 1\10 provision dr-this' Ag;eement shall be deenled waivea,ari1ended~ ormodified'
unless such waiver, amel1drnent, or modification shall beinwriting'l!l1dsigl1edby
both ,parti~s. Any canse,nt by any pany to, or waiver of; a.breach by the other ,
whether express or implied, shall not constitute a consent to, waiver. of; or excuse
for any other ditTerentor subsequent breach.
7. MlSCELLANEOUS
a.This Agreement shall be interpreted and construed in :accordance 'With the
laws of the State ofo.hio. Ifany provision IntbisAgreement should be
held i,nvalia or unenforceable, the validity,.andellforceability of the
remaining'provisions of this AgretO!l1ent:shalJ not be atl'ecte!i'thertOby.
b. This. Agre.ement shall inure to the benefit of and be binding\\pon.the parties
hereto, their representatives, successors and assigns, No right or interest of
either party irI this. Agreement shall be assigned by the other party 'Without
the prior wrjtttOn.consentofsuch other party, which'co,nsent shalLnot 1:110
unreasonably.withheld, and no delegation of any obligation of either party
shall be.made withmMhe prior written consent of the other party, which
consent shall not be unreasonably withheld.
--.- ---
THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT,
UNDERSTAND IT AND AGREE TO. BE BOUNDByn'S'TERMS AND FURTHER
AGREE:rnAT THIS AGREE1v1ENT AND INCORPORATED EXHIBITJS THE
COMPLETE AND EXCLUSIVESTATElVIENTOF THE AGREEMENT.BETWEEN
THE P ARiIES; WHICH SUPERSEDES f,LLPROPOSALS,ORAL OR WRlTTEN;
AND ALL o.THER COM;M'Ul:nCATIONS BETWEEN THE PARTIES,RELATINGTO
THE SUBJECT MATTER ,OF TIDS'AGREEMENT EACH PARTY; HAS FULL
POWER AND AUTHORITY TO E1'-JTER il'l'TO AND PERFORM THIS
AGREEMENT, AND THE PERSo.N SIGNING TInS AGREElvIEN'r ON BEHALF OF
EACH HAS BEE;NPROPEltlXAOTHo.RIZED AND EMPo.WERED TO ENTER
INTO TIDS AGREEMENT.
2
Nation\vidO Mutual
CPD
Donation
;Natiollwide Mutual
Insurance Company
By:~Rt4
Peter J. B an's~
EIPS. Bus~eSS;;~nager
Date: '7 r )
" .
City of CafIDelBoardof Public Works and Safety,
on beha . of Carmel Police D'epartment
By:
M r James Brainard
Date: If I', 1'1
j ~
Date: ~t//i6/tf?
AZ;;~
DianaL. Cordray, C!eik-Tr. rer
3
EXHrBlTA
LIST 0 fEQ U f?MENT:
Q!y, Model Drscrivt~~~\
I l:U', Laserjet
Seriesll Printer
7 Compaq
C~lIltoura' Laptops
Serial Number,
339938
7,250HCF31129
7416HDJ41274
73521'rrii42390
h50HCF~ \"l7}
7225HCF3146J.
74 t OHDJ422 19
-U!1khown*
'Serial cumber removed as.evidence,by the CarmeIPolic.e"DepaI1menL