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EQUIPMENT DONATION AGREEMENT
<br />This Equipment Donation Agreement (this "Agreement") is made as of ,�, 2019 Obe
<br />"Effective Date") by and between Neutron Holdings,, Inc. doing business as Li e, a Delaware
<br />corporation, with its principal place of business located at 85 2,d Street, 1" Floor, San Francisco,
<br />California 94105 ("Transferor"), and the City of South Bend, Indiana, by and through its Board of Public
<br />Works, a municipality organized under the laws of the State of Indiana, with its principal place of
<br />business located at 1200 County -City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601
<br />("Transferee", and each, a "Party" and together, the "Parties").
<br />WHEREAS, Transferor wishes to donate, and Transferee wishes to accept, the equipment listed
<br />in Exhibit A attached hereto ("Donated Equipment"), subject to the terms and conditions of this
<br />Agreement.
<br />NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good
<br />and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties
<br />hereto hereby agree as follows.
<br />1. Donated Equipment Transfer. At a mutually acceptable time, Transferor will deliver
<br />the Donated Equipment to Transferee. No monetary consideration of any kind shall be due to Transferor
<br />in exchange for the Donated Equipment. Effective upon Transferee's receipt of the Donated Equipment,
<br />Transferor hereby irrevocably and unconditionally transfers, assigns and conveys to Transferee all of
<br />Transferor's right, title and interest in and to the Donated Equipment. Upon receipt of the Donated
<br />Equipment, and with reasonable consultation from Transferor on best practices, Transferee will remove
<br />and/or cover (as appropriate and feasible) any identifying markings, logos, stickers or similar indicators
<br />that make reference to Transferor such that the Donated Equipment can no longer be associated with
<br />Transferor. The Parties acknowledge that no goods or services were provided by Transferee to Transferor
<br />in exchange for the Donated Equipment set forth in this Agreement.
<br />2. NO WARRANTIES. THE DONATED EQUIPMENT IS CONVEYED BY
<br />TRANSFEROR TO TRANSFEREE "AS IS" AND "WHERE IS". TRANSFEROR MAKES NO
<br />WARRANTIES WITH RESPECT TO THE DONATED EQUIPMENT, AND SPECIFICALLY
<br />DISCLAIMS ALL WARRANTIES OF ANY KIND TO TRANSFEREE, WHETHER EXPRESS OR
<br />IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF
<br />MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT
<br />AND THOSE WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF
<br />DEALING OR TRADE USAGE.
<br />3. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL
<br />TRANSFEROR BE LIABLE TO TRANSFEREE OF ANY OF ITS AFFILIATED OR RELATED
<br />ENTITIES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, EMPLOYEES,
<br />SUCCESSORS AND ASSIGNS FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR
<br />CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
<br />ANY OF THE EQUIPMENT.
<br />4. General. This Agreement shall be construed and governed according to the internal
<br />substantive and procedural laws of the State of California, excluding choice of law principles. The
<br />illegality, invalidity, or unenforceability of any provision of this Agreement shall not in any manner affect
<br />or render illegal, invalid or unenforceable any other provision of this Agreement, and that provision, and
<br />this Agreement generally, shall be reformed, construed and enforced so as to most nearly give lawful
<br />effect to the intent of the Parties as expressed in this Agreement. This Agreement may be executed in one
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