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Home My WebLink AboutEquipment Donation Agreement - Neutron Holdings Inc dba Lime - Donation of 100 Bikes1316 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOI ITH BEND. INDIANA 46601-1830 CITY • • BEND PETE BUTTIGIEG, MAYOR BOARD OF PUBLIC WORKS July 23, 2019 Sean Arroyo Neutron Holdings, Inc dba Lime 852 nd Street, I" Floor San Francisco, CA 94105 RE: Equipment Donation Agreement Dear Mr. Arroyo: PHONE 574/235-9251 FAX 574/ 235-9171 The Board of Public Works, at its meeting held on July 23, 2019, approved the above referenced donation of one -hundred (100) bikes to the City at no cost and to train City personnel to dismantle bikes to remove any proprietary equipment. Enclosed please find a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, Linda M. Martin, Clerk Enclosure EQUIPMENT DONATION AGREEMENT This Equipment Donation Agreement (this "Agreement") is made as of ,�, 2019 Obe "Effective Date") by and between Neutron Holdings,, Inc. doing business as Li e, a Delaware corporation, with its principal place of business located at 85 2,d Street, 1" Floor, San Francisco, California 94105 ("Transferor"), and the City of South Bend, Indiana, by and through its Board of Public Works, a municipality organized under the laws of the State of Indiana, with its principal place of business located at 1200 County -City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601 ("Transferee", and each, a "Party" and together, the "Parties"). WHEREAS, Transferor wishes to donate, and Transferee wishes to accept, the equipment listed in Exhibit A attached hereto ("Donated Equipment"), subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows. 1. Donated Equipment Transfer. At a mutually acceptable time, Transferor will deliver the Donated Equipment to Transferee. No monetary consideration of any kind shall be due to Transferor in exchange for the Donated Equipment. Effective upon Transferee's receipt of the Donated Equipment, Transferor hereby irrevocably and unconditionally transfers, assigns and conveys to Transferee all of Transferor's right, title and interest in and to the Donated Equipment. Upon receipt of the Donated Equipment, and with reasonable consultation from Transferor on best practices, Transferee will remove and/or cover (as appropriate and feasible) any identifying markings, logos, stickers or similar indicators that make reference to Transferor such that the Donated Equipment can no longer be associated with Transferor. The Parties acknowledge that no goods or services were provided by Transferee to Transferor in exchange for the Donated Equipment set forth in this Agreement. 2. NO WARRANTIES. THE DONATED EQUIPMENT IS CONVEYED BY TRANSFEROR TO TRANSFEREE "AS IS" AND "WHERE IS". TRANSFEROR MAKES NO WARRANTIES WITH RESPECT TO THE DONATED EQUIPMENT, AND SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND TO TRANSFEREE, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT AND THOSE WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE. 3. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL TRANSFEROR BE LIABLE TO TRANSFEREE OF ANY OF ITS AFFILIATED OR RELATED ENTITIES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE EQUIPMENT. 4. General. This Agreement shall be construed and governed according to the internal substantive and procedural laws of the State of California, excluding choice of law principles. The illegality, invalidity, or unenforceability of any provision of this Agreement shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and that provision, and this Agreement generally, shall be reformed, construed and enforced so as to most nearly give lawful effect to the intent of the Parties as expressed in this Agreement. This Agreement may be executed in one or more counterparts, all of which when fully executed and delivered by all Parties to this Agreement and taken together shall constitute a single agreement, binding against each of the Parties. To the maximum extent permitted by law or by any applicable governmental authority, this Agreement may be transmitted and executed electronically. IN WITNESS WHEREOF, the Parties have caused this Equipment Donation Agreement to be executed by their duly authorized representatives as of the Effective Date. NEUTRON:;;::.�D , INC.DB/A LIME By: Name_ .....�. Title: t' CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC WORK I A. Gilot, A. M radik, Member Therese J. Dorau, Member ATTEST: M,Vim. Mtn dam Martin, Clerk EXHIBIT A DONATED EQUIPMENT [list] EXHIBIT A Donated Equipment: BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM 16/19 Date _� .w_ Name Cara Grabowski Department: Public Works BPW Date Phone Extension 5819 WE GYNNO,WNWW4FfnMWOIEi m ll u'FPo#'�'IYe�IWYY MwMOhiwM0F9�IANNONNpOI A W,ii /Iimii�WY1NS Required Prior to Submittal to Board BPW Attorney .._ �....� ....� w � _._ ...m._ � m.....__� ........ �wm�.. �.P �..�H, _ m ............ _ . �. mey Z Attorney Name Clara McDaniels Dept. Attorney EJ Attorney Name _....m..m............. .............w�w�w�...... m......�.....�.... Purchasing El Check the Awrotirlate Item Tvr)e — l eauired fiv All Submissions u Professional Services Agreement L_J Contract Open Market Contract 7 Amendment/Addendum Bid Opening E! Bid Award ❑ Quote Opening El Quote Award Proposal Opening [ C/O & PCA No. E Chg. Order, No. ❑ Traffic Control F-1 Other: ALyreenierrt Company or Vendor Name New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description uired Information " Proposal Special Purchase, QPA Req. to Advertise ❑ Title Sheet ❑I, Reject Bids/Quotes PCA E] Resolution Ease./Encroach Neutron Holding- 0 Yes[:] If Yes, Approved by Purchasing No [J MBE Completed E-Verify Form Attached Yes WBE No Lime Bike Donation Lime will donate 100 bikes to the City at no cost and train City personnel to dismantle the bikes to remove any proprieta etc u%pment. For ha n °xe Orders Oni ..... NY O4✓ `W _....... .._..... Amount of ❑ Increase $ ❑ Decrease ($ ) Previous Amount $ Increase % Current Percent of Change: Decrease New Amount $..................... ...... ......................................o.... Increase /o Total Percent of Change: Decrease Time Extension Amount: New Completion Date: