DONATION AGREEMENT
This Donation Agreement (the “Agreement”), dated as of February 26, 2025, is entered into between Dart CARE LLC (together with all current and future parent, subsidiary, and directly and indirectly affiliated entities, collectively referred to as “Dart” or “Transferor”) with offices at 500 Hogsback Road, Mason, Ingham County, Michigan, 48854 and the CITY OF RIPON with business offices at 259 North Wilma Avenue, Ripon, California, 95366 (“Transferee”).
DONATED EQUIPMENT. For use by Transferee, Dart donates to Transferee one (1) Matrix PolyMax 2500 densifier, serial number SN2500264R and one (1) PH650 grinder, serial number SNPH650256C (collectively the “Equipment”). The sole consideration to benefit Transferor as a result of the transaction contemplated by this Agreement shall be the convenience of having the Equipment removed from the Transferor’s Lodi, CA site by Transferee or its agent. No monetary consideration shall be due to Transferor under the terms of this Agreement.
REMOVAL AND INSTALLATION. Delivery and installation of the Equipment to Transferee’s property shall be at Transferee’s sole cost, expense, and risk.
DISCLAIMER OF WARRANTIES. THE EQUIPMENT WILL BE CONVEYED TO TRANSFEREE AS IS AND WHERE IS. TRANSFEROR MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, WHETHER OF TITLE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE, ON THE EQUIPMENT.
INDEMNIFICATION; LIMITATION OF LIABILITY. Transferee agrees to assume liability for, and to indemnify, protect, save and keep harmless Dart and its affiliates from and against all claims (including any costs and expenses, including reasonable attorney’s expenses, associated with the litigation of such claims) which may be imposed on, incurred by or asserted against Dart or any of its affiliates if, and only if and to the extent, such claims arise or result from the negligence, misuse, or willful misconduct of Transferee, its employees, or any other person who gains access to the Equipment with Transferee’s permission. UNDER NO CIRCUMSTANCES
WILL TRANSFEROR BE LIABLE TO TRANSFEREE OR ANY OTHER PERSON FOR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE EQUIPMENT.
NOTICES. Any notice required under this Agreement shall be deemed given upon its posting, provided that it is (i) signed by an officer of the party giving the notice, (ii) posted by prepaid letter, and (iii) addressed to the other party at the address for that party shown on the signature page of this Agreement.
GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to principles of conflict of laws. Transferee and Dart agree to submit to the jurisdiction of the courts of the State of California in any action or proceeding arising out of or relating to this Agreement.
SAVINGS CLAUSE. Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable the provision in any other jurisdiction. To the extent permitted by applicable law, Transferee waives any provision of law which renders any provision of this Agreement prohibited or unenforceable in any respect.
AMENDMENTS. The terms of this Agreement shall not be waived, altered, modified, amended, supplemented, or terminated in any manner except by written instrument signed by Dart and Transferee or as otherwise specifically permitted in this Agreement.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties have each caused this Agreement to be duly executed by their respective officers who were duly authorized to execute this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
DART CARE LLC CITY OF RIPON
as TRANSFEROR as TRANSFEREE
By: By:
Printed Name: Printed Name:
Title: Title:
Date: Date:
Address: 500 Hogsback Road Address: 259 N. Wilma Avenue Mason, MI 48854 Ripon, CA 95366
Attention: Attention: