Agreement - EnFocus Inc - Donation of Wireless Gear

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AGREEMENT FOR DONATION OF WIRELESS ACCESS POINTS FROM ENFOCUS, INC. TO THE CITY OF SOUTH BEND THIS AGREEMENT for Donation of Wireless Access Points (this "Agreement') is made effective this 131h day of August 2019 (the "Effective Date") by and between enFocus, Inc., an Indiana nonprofit corporation ("enFocus"), and the City of South Bend, Indiana (the "City"), by and through its Board of Public Works (the "Board"), for and on behalf of the Department of Innovation & Technology. RECITALS WHEREAS, the Board has custody of and maintains all personal property of the City pursuant to I.C. 36-9-6-3(a) and may accept donations of personal property from any source pursuant to I.C. 36-1-4-10; and WHEREAS, upon a previous agreement with the City, enFocus installed thirty-five (35) wireless access points and certain ancillary equipment (the "Wireless Equipment') in the downtown area for the purpose of creating a wireless network; and WHEREAS, enFocus would now like to donate the Wireless Equipment to the City for its continued use, and the City would like to formally accept the donation. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. DONATION. enFocus shall donate the Wireless Equipment as set forth more specifically on Exhibit A to the City in accordance with the terms of this Agreement. The City hereby accepts the donation of the Wireless Equipment from enFocus as authorized by I.C. 36-1-4-10. 2. RESENTATIONS AND WARRANTIES. enFocus represents and warrants that it is the undisputed owner of the Wireless Equipment and has all rights and authority to donate it to the City. 3. INDEMNIFICATION. enFocus agrees to indemnify, defend, and hold the City, its officers, employees, and agents harmless with regard to any and all claims of any nature which may arise from the donation of the Wireless Equipment to the City. 4. WAIVER. No failure or delay on the part of either party in exercising any right under this Agreement will operate as a waiver of, or impair, any such right. No single or partial exercise of any such right will preclude any other or further exercise thereof or the exercise of any other right. No waiver of any such right will have effect unless given in a written document signed by the party waiving such right. No waiver of any right will be deemed a waiver of any other right hereunder.