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104-Attachment_C_Grant.Award.pdf 2/25/2011 Erin Cooke Enviromental Affairs Coordinator City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Dear Erin: Congratulations! Your organization has been awarded one or more Coulomb Technologies, Inc. electric vehicle charging station(s) under the ChargePoint Am Program. The Program has been funded in part under the terms of Grant number DE- EE0003391 from the United States Department of Energy as part of the American Reinvestment and Recovery Act. In order to receive delivery of the Charging Station(s), you must agree to all of the terms and conditions following. Furthermore, you need to: 1. Countersign at the end of this letter and provide a copy of it back to Coulomb or to the local Coulomb distributor. 2. Provide a $0 PO to Coulomb Technology for the charging station(s). Please make sure the part numbers on the order correspond to the part numbers on this letter and you provide a requested shipment date, ship to address with a contact name, phone number, and email address. 3. Sign and return the attached Master Services Support Agreement. 4. Please familiarize yourself with the Installation and Reporting Guide. Providing proper documentation of the charger installation to Coulomb is a requirement of the Grant. Our authorized installers are compliant with the reporting requirements and can complete the cost documentation reports on your behalf. 5. Return the documents within 30 days of the date of this award letter. Please note that delivery of the charging systems will be up to 68 weeks of receipt of PO and associated signed documents. We appreciate your participation in this exciting program and look forward to creating an electric vehicle charging infrastructure in your area. Best regards, Michael Jones Western Region Director ChargePoint America Program Coulomb Technologies Coulomb Technologies, Inc. 1692 Dell Ave. Campbell, CA 95008-6901 CHARG 1. Charging Stations. Program . The Program has been funded in part under the terms of Grant number DE- will be installed at the locations specified on Appendix A, as amended from time to time to reflect the award of additional Charging Stations under this Station Award Agreement. Product Product Product Qty Unit Price Total Name Description Code Price CT2101C-CHARGEPOINT CT2101C-1 $0.00 $0.00 CDMA-AMERICA DOE CDMA- LOCK-CCR EVSE PACKAGE LOCK-CCR Commercial/Publ ic Outdoor Dual Output Level2/Level1 J1772 & Nema 5- 20R EVSE,208/240V 30A Max.& 120VAC 16A Max Simultaneous operation, Gateway, Zigbee LAN, Locking holster, Bollard. ChargePoint America DOE Parts Warranty thru 12/31/2013. UL Listed. Grand $0.00 Total: Coulomb Technologies, Inc. 1692 Dell Ave. Campbell, CA 95008-6901 2. Shipment and Delivery. CTI will pay for the cost of standard delivery charges of the Charging Stations to the locations designated by You in writing to CTI. CTI shall choose the method by which Charging Stations are to be delivered. If You desire expedited delivery, You will be responsible for the payment of all delivery charges. 3. Installation. (a) Installation of the Charging Stations shall be at your sole cost and expense. Unless specifically agreed in writing, installation of the Charging Stations may only be performed by a CTI Authorized Installer. Should You wish discretion, to do so no more than fifteen (15) days prior to the scheduled installation date. You should be aware, certain requirements must be met by all contractors and subcontractors working to install electric vehicles station equipment (EVSE) as part of the Grant. The Davis Bacon and Related Acts (DBRA) requires all contractors and subcontractors performing work on federal construction contracts or federally assisted contracts to pay their laborers and mechanics not less than the prevailing wage rates and fringe benefits for corresponding classes of laborers and mechanics employed on similar projects in the area. The prevailing wage rates and fringe benefits are determined by the Secretary of Labor. For the ChargePoint America program, construction includes all alterations, improvements and/or repair, including painting and decorating, performed on a site in performance of the installation of EVSE. In the event You use your own installer, such installer shall become subject to certain audit and other rights granted to the United States government and to CTI. Also, should you be authorized to use your own contractor to install the charging stations, the contractor will be required to submit to CTI or the applicable CTI Distributor within 5 days of the installation, the applicable DBRA related paperwork including (i) a certified payroll or a properly filled out US government form wh-347 and (ii) an invoice or receipt for the work done to install the charging station(s) including costs for panel rework, trenching, concrete pad placement, fixing the station, and electrical wiring. Furthermore, you shall indemnify and hold harmless CTI from all costs charges, fees, fines and other expenses of any sort whatsoever, including, without limitation, the refusal of the DOE to provide reimbursement to CTI in respect of the Charging Stations awarded to you, incurred by CTI as a result of limitation, the Davis-Bacon Act or (ii) failure to provide CTI such documentation as is reasonably needed by it to comply with applicable DOE requirements. (b) You agree to cause the installation of the Charging Stations within forty five (45) days of their delivery to You. In the event that the Charging Stations have not been installed by the expiration of such forty five day period, CTI reserves the right to reclaim the Charging Stations. In the event that You are having trouble arranging for the installation of the Charging Stations by an Authorized Distributor Coulomb Technologies, Inc. 1692 Dell Ave. Campbell, CA 95008-6901 or an installer chosen by such Authorized Distributor, please contact CTI as soon as possible so that it can assist you in obtaining prompt installation of the Charging Stations. (c) The Charging Stations are not to be removed from their packaging by any person other than the Installer. 4. Warranty/Limitation of Liability. (a) Warranty. The Charging Station is beginning on the date of installation and running until December 31, 2013. A copy of the Warranty is included with this agreement. All applicable warranties with respect to the Charging Station are set forth in the Warranty, and are hereby incorporated by reference into this Agreement. (b) Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 4 AND IN THE WARRANTY, CTI MAKES NO WARRANTY WITH RESPECT TO THE PERFORMANCE OF THE CHARGING STATION, THE CHARGEPOINTTM NETWORK STANDARD SERVICES OR THE CHARGEPOINTTM NETWORK, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. CTI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS BY THE CHARGING STATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CTI DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF THE CHARGING STATION. (c) Limitation of Liability. (i) REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL CTI BE LIABLE FOR ANY LOST REVENUE OR PROFIT, LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR RVICES, OR OTHERWISE OR BASED ON ANY EXPRESSED, IMPLIED OR CLAIMED WARRANTIES BY YOU NOT SPECIFICALLY SET FORTH IN THIS ADDENDUM. BECAUSE SOME STATES OR JURISDICITON DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. (ii) YOUR SOLE REMEDY FOR ANY BREACH BY CTI OF ITS OBLIGATIONS OR WARRANTIES UNDER THIS AGREEMENT THE CHARGING STATION. (d) Warranty Exclusions. Exclusive Remedies. THE REMEDIES CONTAINED IN SECTION 4 ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND ARE IN LIEU OF ANY OTHER RIGHTS OR REMEDIES YOU MAY HAVE AGAINST CTI WITH RESPECT TO THE Coulomb Technologies, Inc. 1692 Dell Ave. Campbell, CA 95008-6901 5. Access to the Public. All of the Charging Stations will be installed in a manner and in locations that make them available for access and use by the general public. The Charging Stations, and the facilities in which they are located, shall be kept clean and in good repair. You shall promptly call CTI or an Authorized Distributor in order to arrange for the repair of any non-functioning Charging Stations. 6. Network Access. As a part of the award, You will receive a free subscription for st execute a copy of the Master Services Agreement as a part of your obligations under this Subscription Period. CTI offers various other services, such as billing services, 7. Access to Information. In consideration of your receipt of the Charging agree to provide and release to CTI, the DOE, such other participants and partners of CTI in the Program as CTI shall determine necessary, all data and information relating to You, Your electric vehicles, if any, and their use, the use by others of Your Charging Stations and Your use of the Charging Stations and and agree that the Data may be used by any of the above-described persons for use of Your Charging Stations, the effectiveness of infrastructure put in place to meet the needs of drivers of electric vehicles, and the efficacy of the Program. Your performance of this Agreement and willingness to supply and release Data to the persons described in the immediately preceding paragraph is a material d provide the Charging Stations hereunder. You understand, acknowledge and agree that CTI will need Your reasonable cooperation and assistance, and You agree to provide your reasonable cooperation and assistance to CTI, so that CTI can successfully conduct its testing and collect Data from You, the Charging Stations, and public electric vehicle infrastructure utilized by You and others. Except as set forth in this Section 7, the use of the Charging Stations will be subject to https://www.chargepointportal.net/index.php/general/uri/privacy.html Notwithstanding anything to the contrary contained in this Section 7, or in the Coulomb Technologies, Inc. 1692 Dell Ave. Campbell, CA 95008-6901 Privacy Policy, CTI reserves the right, on behalf of the DOE, to collect certain anonymous information regarding the use and operation of the Charging Stations. 8. Certain Rights of the United States Government. Notwithstanding the fact that You are being awarded the Charging Stations under the Program, the United States Government reserves the right to seize the Charging Stations under certain, limited circumstances, including, without limitation, national emergency. 9. No Right to Remove, Move or Sell the Charging Stations. The Charging Stations may not be removed, moved or sold from their place of installation, prior to January 1, 2014, without the prior written consent of CTI. 10. Failure to Comply with Terms of the Program. In the event that You fail to comply with the terms of the program, including, but not limited to (i) the use of an CTI authorized installer (ii) providing documentation of the installation costs (iii) allowing public access to the station(s), You are liable for losses and/or damages incurred by CTI. If You fail to comply with the program or make restitution within 30 days of receiving a demand notice from CTI, CTI reserves the right to repossess the charging station(s) You received under the grant. 11. Additional Charging Stations. In the event that You have purchased Charging conditions shall apply. 12. No Amendment or Modification. No modification, amendment or waiver of this Agreement shall be effective unless in writing and either signed or electronically accepted by the party against whom the amendment, modification or waiver is to be asserted. 13. Waiver. e to require your performance of any obligation under this Agreement will in no way affect the full right to require such this Agreement will not constitute a waiver of the p exercise any of its rights provided in this Agreement will not constitute a waiver of such rights. No waiver will be effective unless in writing and signed by a CTI authorized representative. Any such waiver will be effective only with respect to the specific instance and for the specific purpose given. 14. Applicable law. This Agreement will be construed, and performance will be determined, according to the laws of the State of California without reference to principles of conflicts of law and the state and federal courts of Coulomb Technologies, Inc. 1692 Dell Ave. Campbell, CA 95008-6901 California shall have exclusive jurisdiction over any claim arising under this Agreement. 15. Waiver of Jury Trial. You and CTI each hereby waive any right to jury trial in connection with any action or litigation arising out of this Agreement. 16. Severability. Except as otherwise specifically provided herein, if any term or condition of this Agreement or the application thereof to either You or CTI will to any extent be determined by any judicial, governmental or similar authority, to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to this Agreement, You and CTI or circumstances other than those as to which it is determined to be invalid or unenforceable, will not be affected thereby. 17. Assignment. You may not assign any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of CTI. 18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute but one and the same document. COULOMB TECHNOLOGIES, INC. AWARDEE: By: ___________________________ By: ____________________________ (Signature) (Signature) Name: Name: _________________________ Title: Title: __________________________ Coulomb Technologies, Inc. 1692 Dell Ave. Campbell, CA 95008-6901 APPENDIX A CHARGING STATION LOCATIONS Station #1 City Hall Parking Lot, 10300 Torre Avenue, Cupertino, CA 95014 Coulomb Technologies, Inc. 1692 Dell Ave. Campbell, CA 95008-6901