12-024 Coulomb Technologies, ChargePoint California Station Award Agreement and Master Services Subscription al
Coulomb ChargeP#Int
• Technologies California
11/17/2011
Erin Cooke
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
Dear Ms. Cooke:
Congratulations! Your organization has been invited to participate in Coulomb Technologies
ChargePoint America 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. Further, The California Energy Commission (CEC) has providing
installation funding under the terms of Grant number ARV-09-007. In order to participate in the
program and receive this offer of 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 ChargePoint California Station Award Agreement (CPC) and
provide a full copy back to Coulomb or your local representative.
2. Countersign at the end of the Master Services Subscription Agreement (MSSA) and provide a
full copy back to Coulomb or your local representative.
3. Complete the attached Order Form or provide a $0 PO to Coulomb Technology for the
charging station(s). Please make sure the part numbers on the PO 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.
4. Complete the documents by 11/30/2011. As the program nears completion, contracts will be
accepted as program funds remain available.
Please note that delivery of the charging systems will be up to 4-6 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,
6‘14
Michael Jones
Western Region Director
ChargePoint America Program
Coulomb Technologies
Coulomb Technologies, Inc. • 1692 Dell Ave. to Campbell, CA 95008-6901
Coulomb
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Technologies California
CHARGEPOINT CALIFORNIATM'STATION AWARD AGREEMENT
1. Charging Stations. Your organization ("You") has been awarded, and may be awarded from
time to time, one or more Coulomb Technologies, Inc. ("CTI") electric vehicle charging
stations under the ChargePoint America Program . The Program has been funded in part
under the terms of Grant number DE-EE0003391 from the United States Department of
Energy (the "DOE") as part of the American Reinvestment and Recovery Act ("ARRA"). The
charging stations 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 Description Product Code Quantity Unit Total
Name Price Price
CT2025C- Dual Head 208/32A, CT2025C- 1 $0.00 $0.00
GPRS-LOCK- Bollard, GPRS, locking GPRS-LOCK-
CCR holster, CCR, w/ cord CCR
management
Grand $0.00
Total:
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) In the event that You enter into a contract with, and use, the CTI installer
designated by CTI, CTI shall pay for the costs of installation of the Charging Stations (in the
amounts set forth in Appendix B) as provided through funding made available by the
California Energy Commission (CEC) under the terms of Grant number ARV-09-007; provided
that, in the event that You stop work on the installation of the Charging Stations, You shall
be responsible for all costs incurred up through and including the date of cancellation
(including any applicable cancellation or change fees). The contract You sign with the
installer will include CTI as a party and will contain language indicating that CTI shall be
solely responsible for the costs of installation of your Charging Stations. In no event shall CTI
be liable to You for any damages or other costs (other than the costs of installation) related
to the installation of Your Charging Stations. Should You wish to use your own installer, You
shall request CTI's permission, in its reasonable discretion, to do so no more than fifteen
(15) days prior to the scheduled installation date. In such event, the installation of the
Charging Stations shall be at your sole cost and expense. In addition, 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
Coulomb Technologies, Inc. a 1692 Dell Ave. . Campbell, CA 95008-6901
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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
addition, because the Charging Stations are being awarded to You under a Federal program,
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 (including, without limitation, reasonable attorneys' fees), losses, 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 such installer's (i) failure to comply with any
applicable law, including, without 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, and the provision of such
Charging Stations on the ChargePoint Network, 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 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 covered by the
terms of CTI's standard Warranty (the "Warranty") for a period 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 CHARGEPOINTim 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
Coulomb Technologies, Inc. s 1692 Dell Ave. o Campbell, CA 95008-6901
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USE OF OR INABILITY TO USE THE CHARGING STATION, THE CHARGEPOINTTM' NETWORK, ANY
CHARGEPOINT'm NETWORK SERVICE PLANS, 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 SHALL BE LIMITED TO, AT CTI'S OPTION, REPAIR OR REPLACEMENT OF 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
PERFORMANCE OF THE CHARGING STATIONS, THE CHARGEPOINTTh SERVICE PLANS OR THE
CHARGEPOINI'm NETWORK.
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
ChargePointIm Network Commercial Service Plan, as defined in the ChargePoint'?"Master
Services Subscription Agreement (the "Master Services Agreement"), that will expire
December 31, 2013 (the "Subscription Period"). You must execute a copy of the Master
Services Agreement as a part of your obligations under this ChargePoint AmericaTM'Station
Award Agreement and must keep the Charging Stations connected to the ChargePointTM'
Network throughout the entire Subscription Period. CTI offers various other services, such as
billing services, which may be accessed through the ChargePoint Network1m. All of such
services are subject to CTI's standard terms and conditions.
7. Access to Information. In consideration of your receipt of the Charging Stations and free
subscription to ChargePointm Network Commercial Service Plan, You 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 any public Charging Stations and infrastructure (the "Data"). You acknowledge
and agree that the Data may be used by any of the above-described persons for any purpose,
including analyzing Your use and charging patterns, the public's 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 condition to CTI's willingness to enter into this Agreement with You
and 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 CTI's standard privacy policy (the "Privacy Policy"). The Privacy
Policy is located on CTI's web site and may be accessed at:
http://www.coulombtech.corn/privacy-policy.php Notwithstanding anything to the contrary
contained in this Section 7, or in the Privacy Policy, CTI reserves the right, on behalf of the
Coulomb Technologies, Inc. to 1692 Dell Ave. • Campbell, CA 95008-6901
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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 Stations that
are to become a part of the Program, CTI's standard terms and 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. CTI's failure at any time to require your performance of any obligation under this
Agreement will in no way affect the full right to require such performance at any time
thereafter. CTI's waiver of a breach of any provision of this Agreement will not constitute a
waiver of the provision itself. CTI's failure to 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 such state's principles
of conflicts of law and the state and federal courts of 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.
Coulomb Technologies, Inc. e 1692 Dell Ave. a Campbell, CA 95008-6901
Coulomb
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Technologies California
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.
19. Priority. To the extent of any conflict or inconsistency between the terms and conditions of
this Agreement and any purchase order, the Agreement shall prevail. To the extent of any
conflict or inconsistency between the terms and conditions of the Warranty and any purchase
order, the Warranty shall prevail.
20. Availability of Stations - There is a limited number of charging stations in the program.
Receipt of this ChargePoint America Station Award Agreement does not guarantee your
organization a station. Allocation of remaining stations is at the sole discretion of CTI based
primarily on the availability of program funds and return of completed agreements in a
timely manner.
COULOMB TE - • 0 C. AWARDEE:L oc l.cl +1 hc)
By: _ �►n�� By: _
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(Signature)
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Title: L 171 I Elva v► (14-1 Ofd t� Title: k ftc r of- QuAkkk C, LO U-5
Date: I O"Z'I Z Date: I-LIS/ /i
Coulomb Technologies, Inc. • 1692 Dell Ave. • Campbell, CA 95008-6901
Coulomb ChargeP4int
Technologies California
APPENDIX A - CHARGING STATION LOCATIONS
Station #1: 10300 Torre Avenue, Cupertino, CA 95014
Coulomb Technologies, Inc. • 1692 Dell Ave. • Campbell, CA 95008-6901
al Coulomb
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APPENDIX B -INSTALLATION COST SUMMARY
1. Coulomb Technologies will pay up to $4,000 for installation of your Charging Stations, which is
equal to the sum of the attached estimates (each, an "Estimate"), by the contractor providing
the Estimate.
2. 2. The estimates may require modifications prior to final acceptance of this agreement by
Coulomb to meet certain conditions of California Energy Commission Grant ARV-09-007.
3. 3. A summary of the individual estimates is listed below:
Estimate Reference # Company Description Amount
June 28, 2011 REJ 10300 Torre Avenue $4,000
Coulomb Technologies, Inc. • 1692 Dell Ave. • Campbell, CA 95008-6901
CHARGEPOINT®
MASTER SERVICES AND SUBSCRIPTION AGREEMENT
IMPORTANT: PLEASE READ THIS MASTER SERVICES AND SUBSCRIPTION AGREEMENT("AGREEMENT")
CAREFULLY.
THIS AGREEMENT GOVERNS REGISTRATION OF YOUR CHARGING STATION (OR THE CHARGING
STATIONS OF THE ORGANIZATION YOU REPRESENT) ON THE CHARGEPOINT NETWORK AND
ACTIVATION OF CHARGEPOINT NETWORK SERVICES ON YOUR CHARGING STATIONS. IF YOU ARE
ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU
REPRESENT THAT YOU HAVE AUTHORITY TO BIND SUCH COMPANY OR OTHER LEGAL ENTITY TO THESE
TERMS AND CONDITIONS; IF NOT, YOU MAY NOT ENTER INTO THIS AGREEMENT AND MAY NOT USE
THE CHARGEPOINT SERVICES.
SUBSCRIBER AGREES THAT IT MAY NOT AND WILL NOT ACCESS THE CHARGEPOINT NETWORK
SERVICES FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY,
OR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSE.
1. DEFINITIONS. The following terms shall have the definitions set forth below when used in this
Agreement:
1.1 "Affiliate" means any entity which cirectly or indirectly controls, is controlled by, or is
under common control with the subject entity. "Control", for purposes of this definition, means direct
or indirect ownership or control of fifty percent (50%) or more of the voting interests of the subject
entity.
1.2 "ChargePoint®Network" means the open-platform network of electric vehicle charging
stations and the vehicle charging applications it delivers, that is operated and maintained by CTI (as
defined below) in order to provide various services to,among others,Subscriber and its employees.
1.3 "ChargePoint Services" means, collectively, the various software as a service offerings
made available for subscription by CTI.
1.4 "ChargePoint Web Portal" means any of the secure Internet web portals established
and maintained by CTI which will allow Subscriber to access ChargePoint Services.
1.5 "Charging Station" means the electric vehicle charging station(s) purchased by
Subscriber, whether manufactured by CTI or by another CTI licensed entity, which have embedded
within them CTI hardware and/or firmware, enabling Subscriber to register and activate such charging
stations on the ChargePoint Network.
1.6 "CTI" means Coulomb Technologies, Inc., a Delaware corporation.
1.7 "CTI Marks" means the various trademarks, service marks, names and designations
used in connection with the CTI manufactured Charging Stations and/or the ChargePoint Network,
including,without limitation,ChargePoint and ChargePassTM.
1.8 "CT! Intellectual Property" means all Intellectual Property Rights of CTI relating to the
CTI Marks, the ChargePoint Network, the ChargePoint Services, ChargePass, ChargePass Radio
Frequency Identification Cards, ChargePass Accounts and all other Intellectual Property Rights of CTI,
regardless of the nature of such rights.
1.9 "Documentation" means written information (whether contained in user or technical
manuals, product materials, specifications or otherwise) pertaining to ChargePoint Services and/or the
ChargePoint Network and made available from time to time by CTI to Subscriber in any manner
(including on-line).
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1.10 "Effective Date"means the date this Agreement is executed by Subscriber.
1.11 "Intellectual Property Rights" means all intellectual property rights, including, without
limitation, patents, patent applications, patent rights,trademarks,trademark applications,trade names,
service marks, service mark applications, copyrights, copyright applications, franchises, licenses,
inventories, know-how, trade secrets, Subscriber lists, proprietary processes and formulae, all source
and object code, algorithms, architecture, structure, display screens, layouts, inventions, development
tools and all documentation and media constituting, describing or relating to the above, including,
without limitation, manuals, memoranda and records.
1.12 "Malicious Code"means viruses, worms,time bombs,Trojan horses and all other forms
of malicious code, including without limitation, malware, spyware,files,scripts,agents or programs.
1.13 "Party"means each of CTI and Subscriber.
1.14 "Cloud Services" means the various "software as a service" offerings made available for
subscription to Subscriber by CTI.
1.15 "Services Fees" means the fees payable by Subscriber to CTI for subscribing to any
ChargePoint Services as set forth in an applicable purchase order issued by Subscriber and accepted by
CTI. Services Fees shall also include all fees payable by Subscriber, if any, pursuant to the provisions of
the Flex Billing Addendum set forth at the end of this Agreement.
1.16 "Subscriber Authorized User" means any person authorized by Subscriber to access
and use its Charging Stations.
2. CTI'S RESPONSIBILITIES AND AGREEMENTS.
2.1 NETWORK OPERATION. CTI agrees to provide and shall be solely responsible for: (i)
provisioning and operating, maintaining,administering and supporting the ChargePoint Network
infrastructure(other than Subscriber's'Charging Stations and infrastructure for transmitting data from
Networked Charging Stations to any ChargePoint Network operations center); (ii) provisioning and
operating, maintaining,administering and supporting the ChargePoint Web Portal; and (iii)operating
the ChargePoint Network in compliance with all applicable laws.
2.2 LIMITATIONS ON RESPONSIBLITY. CTI shall not be responsible for, and makes no
representation or warranty with respect to the following: (i) Specific location(s) or number of Charging
Stations now, or in the future, owned, operated and/or installed by persons other than Subscriber, or
the total number of Charging Stations that comprise the ChargePoint Network; (ii) Continuous
availability of electrical service to any of Subscriber's Charging Stations; (iii) Continuous availability of
any wireless or cellular communications network or Internet service provider network necessary for the
continued operation by CTI of the ChargePoint Network; (iv) Availability of or interruption of the
ChargePoint Network attributable to unauthorized intrusions; and/or(v) Charging Stations that are not
registered with and activated on the ChargePoint Network.
3. SUBSCRIBER'S RESPONSIBILITIES AND AGREEMENTS.
3.1 GENERAL. Subscriber shall be solely responsible for: (i) Keeping current its contact
information, email address for the receipt of notices hereunder, and billing address for invoices; (ii)
updating on the ChargePoint Web Portal,within five (5) business days, the registered location to which
any of Subscriber's Charging Stations are moved; (iii) The non-warranty maintenance, service, repair
and/or replacement of Subscriber's Networked Charging Stations as needed, including informing CTI of
the existence of any Networked Charging Stations that are non-operational and not intended to be
replaced or repaired by Subscriber; (iv) registration of and activation of Subscriber's Charging Stations
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on the ChargePoint Network; and (v) Operating and maintaining Subscriber's Networked Charging
Stations in compliance with all applicable laws.
3.2 REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber represents and
warrants to CTI that: (i) It has the power and authority to enter into and be bound by this Agreement
and to install the Charging Stations and any other electrical vehicle charging products to be registered
and activated on the ChargePoint Network at Subscriber Location(s); (ii) The electrical usage to be
consumed by Subscriber's Networked Charging Stations will not violate or otherwise conflict with the
terms and conditions of any applicable electrical purchase or other agreement including, without
limitation, any lease, to which Subscriber is a party; and (iii) It has not installed or attached Charging
Stations on or to infrastructure not owned by Subscriber without proper authority, or in a manner that
will block any easement or right of way.
3.3 FURTHER AGREEMENTS OF SUBSCRIBER MADE IN CONNECTION WITH REGISTRATION
OF CHARGING STATIONS ON THE CHARGEPOINT NETWORK AND USE OF CHARGEPOINT SERVICES.
Subscriber further acknowledges and agrees with CTI that: (i) Subscriber will not remove, conceal or
cover the CTI Marks or any other markings, labels, legends, trademarks, or trade names installed or
placed on the Networked Charging Stations or any peripheral equipment for use in connection with
Subscriber's Charging Stations; (ii) Subscriber shall comply with, and shall have responsibility for and
cause its employees and agents accessing or using ChargePoint Web Portals to comply with, all of the
rules, regulations and policies of CTI; (iii) Subscriber shall be responsible for using the ChargePoint
Services in compliance with this Agreement, and in particular, shall: (A) use commercially reasonable
efforts to prevent unauthorized access to Purchased ChargePoint Services, (B) not sell, resell, license,
rent, lease or otherwise transfer the ChargePoint Services to a third party, (C) not interfere with or
disrupt the integrity of the ChargePoint Network, the ChargePoint Services or any third party data
contained therein, and (D) not attempt to gain unauthorized access to the ChargePoint Network or the
ChargePoint Services or their related systems or networks. All data collected by CTI in connection with
the operation of the ChargePoint Network shall be owned by CTI; provided that Subscriber Shall have
the right to access and use such data, as it pertains to Subscriber's Charging Stations, through a
subscription to one or more ChargePoint Services.
4. FEES AND PAYMENT FOR PURCHASED CHARGEPOINT SERVICES.
4.1 SERVICES FEES. Subscriber shall pay all Services Fees within thirty (30) days of its
receipt of an invoice with respect thereto. Except as otherwise specified herein, (i) Services Fees are
quoted in and payable in U.S. Dollars, (ii) Services Fees are based on Subscriber's choice of subscription
to the ChargePoint Services and not on actual usage, (iii) payment obligations are non-cancelable and
are non-refundable,and (iv)Services are non-transferable; provided that,Services may be transferred to
a Charging Station that is purchased by Subscriber to replace a de-commissioned, previously networked,
Charging Station.
4.2 OVERDUE SERVICES FEES. If any invoiced Services Fees are not received by CTI by the
due date, then such charges: (i) may accrue late interest at the rate ("Interest Rate") of one and one-
half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law,
whichever is lower, from the date such payment was due until paid, and (ii) in the event Subscriber has
not paid Services Fees within thirty (30) days of the due date, CTI may condition future Services
renewals and acceptance of purchase orders for additional ChargePoint Services on payment terms
other than those set forth herein.
4.3 ACCELERATION AND SUSPENSION OF CHARGEPOINT SERVICES. If any amount owing
by Subscriber under this Agreement is more than thirty (30) days overdue, CTI may, without otherwise
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limiting CTI's rights or remedies,terminate this Agreement, and/or suspend the use by Subscriber of the
ChargePoint Services until such amounts are paid in full.
4.4 PAYMENT DISPUTES. CTI shall not exercise its rights under Section 4.2 (Overdue
Services Fees) or Section 4.3 (Acceleration and Suspension of ChargePoint Services) if the applicable
charges are under reasonable and good faith dispute and Subscriber is cooperating diligently to resolve
the dispute.
5. AVAILABLE SERVICES. A description of the various ChargePoint Services currently available for
subscription is included in the ChargePoint web site http://www.mychargepoint.net. CTI may make
other ChargePoint Services available from time to time, and may amend the features offered with
respect to any ChargePoint Service at any time and from time to time.
6. PROPRIETARY RIGHTS.
6.1 RESERVATION OF RIGHTS. CTI reserves all right, title and interest in and to the
ChargePoint Services, including all related Intellectual Property Rights. No rights are granted to
Subscriber hereunder except as expressly set forth herein. CTI shall have a royalty-free, worldwide,
transferable, sublicensable, irrevocable perpetual license to use or incorporate in the ChargePoint
Services any suggestions, enhancement requests, recommendations or other feedback provided by
Subscriber or Subscriber Authorized Users relating to the ChargePoint Services.
6.2 RESTRICTIONS ON USE. Subscriber shall not: (i) create derivative works based on the
ChargePoint Services, (ii) copy, frame or mirror any part or content of the ChargePoint Services, other
than copying or framing on Subscriber's own intranets or otherwise for Subscriber's own internal
business purposes, (iii) reverse engineer any Charging Station or Cloud Service, or (iv) access the
ChargePoint Network, any ChargePoint Web Portal or the ChargePoint Services for any improper
purpose whatsoever, including,without limitation, in order to (A) build a competitive product or service,
or(B) copy any features, functions, interface, graphics or"look and feel" of any ChargePoint Web Portal
or the ChargePoint Services.
6.3 GRANT OF LIMITED LICENSE FOR CTI MARKS.
(a) LICENSE GRANT. Subscriber is granted under this Agreement the nonexclusive
privilege of displaying the CTI Marks during the Term of this Agreement in connection with Subscriber
Charging Stations. Subscriber warrants that it shall not use any of the CTI Marks for any products other
than its Networked Charging Stations. From time to time, CTI may provide updated trademark usage
guidelines with respect to Subscriber's use of the CTI Marks which will be made available on a
ChargePoint Web Portal, in which case Subscriber thereafter shall comply with such guidelines. If no
such guidelines are provided,then for each initial use of the CTI Mark, Subscriber must obtain CTI's prior
written consent, which shall not be unreasonably withheld or delayed, and after such consent is
obtained, Subscriber may use the CTI Mark in the approved manner. The CTI Marks may not be used
under this Agreement as a part of the name under which Subscriber's business is conducted or in
connection with the name of a business of Subscriber or its Affiliates.
(b) NO REGISTRATION OF CTI MARKS BY SUBSCRIBER. Subscriber shall not directly
or indirectly register or apply for or cause to be registered or applied for any CTI Marks or any patent,
trademark, service mark, copyright, trade name, domain name or registered design that is substantially
similar to a CTI Mark, patent, trademark, service mark, copyright, trade name, domain name or
registered design of CTI, or that is licensed to, connected with or derived from confidential, material or
proprietary information imparted to or licensed to Subscriber by CTI .
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(c) TERMINATION AND CESSATION OF USE OF CTI MARKS. Upon termination of
this Agreement, Subscriber will immediately discontinue all use and display of the name "CTI" and the
CTI Marks.
7. LIMITATIONS ON CTI'S AND SUBSCRIBER'S LIABILITY.
7.1 LIMITATION OF LIABILITY. CTI's aggregate liability under this Agreement shall not
exceed the greater of(i) aggregate Services Fees paid by Subscriber to CTI in the calendar year prior to
the event giving rise to the Claim or(ii)Ten Thousand Dollars($10,000).
7.2 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. REGARDLESS OF WHETHER
ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL
EITHER PARTY 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 INABILITY TO USE THE CHARGEPOINT NETWORK, ANY CHARGEPOINT
SERVICES, THIS AGREEMENT OR OTHERWISE OR BASED ON ANY EXPRESSED, IMPLIED OR CLAIMED
WARRANTIES BY SUBSCRIBER NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT. BECAUSE SOME
STATES OR JURISDICITON DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR
INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY; PROVIDED THAT, IN SUCH
INSTANCES, CTI'S LIABILTY IN SUCH CASES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW.
7.3 EXCLUSION OF WARRANTIES. THE CHARGEPOINT NETWORK AND THE CHARGEPOINT
SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR SUBSCRIBER'S USE, WITHOUT WARRANTIES
OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. BECAUSE
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE
EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY; PROVIDED THAT, IN SUCH INSTANCES THE
IMPLIED WARRANTIES GRANTED BY CTI SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW.
7.4 ELECTRICAL, CELLULAR AND INTERNET SERVICE INTERRUPTIONS. Neither CTI nor
Subscriber shall have any liability whatsoever to the other with respect to damages caused by: (i)
electrical outages, power surges, brown-outs, utility load management or any other similar electrical
service interruptions whatever the cause; (ii) interruptions in wireless or cellular service linking
Networked Charging Stations to the ChargePoint Network; (iii) interruptions attributable to
unauthorized ChargePoint Network intrusions; or (iv) interruptions in services provided by any Internet
service provider not affiliated with CTI. This includes the loss of data resulting from such electrical,
wireless,cellular or Internet service interruptions.
7.5 CELLULAR CARRIER RESTRICTIONS. IN ORDER TO DELIVER THE CHARGEPONT SERVICES,
CTI HAS ENTERED INTO CONTRACTS WITH ONE OR MORE UNDERLYING WIRELESS SERVICE CARRIERS
(THE "UNDERLYING CARRIER"). SUBSCRIBER HAS NO CONTRACTUAL RELATIONSHIP WITH THE
UNDERLYING CARRIER AND SUBSCRIBER IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT
BETWEEN CTI AND THE UNDERLYING CARRIER. SUBSCRIBER UNDERSTANDS AND AGREES THAT THE
UNDERLYING CARRIER HAS NO LIABILITY OF ANY KIND TO SUBSCRIBER, WHETHER FOR BREACH OF
CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. SUBSCRIBER AGREES
TO INDEMNIFY AND HOLD HARMLESS THE UNDERLYING CARRIER AND ITS OFFICERS, EMPLOYEES, AND
AGENTS AGAINST ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION CLAIMS FOR LIBEL,
SLANDER, OR ANY PROPERTY DAMAGE, PERSONAL INJURY OR DEATH, ARISING IN ANY WAY, DIRECTLY
OR INDIRECTLY, IN CONNECTION WITH USE, FAILURE TO USE, OR INABILITY TO USE THE WIRELESS
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SERVICES EXCEPT WHERE THE CLAIMS RESULT FROM THE UNDERLYING CARRIER'S GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT. THIS INDEMNITY WILL SURVIVE THE TERMINATION OF THE AGREEMENT.
SUBSCRIBER HAS NO PROPERTY RIGHT IN ANY NUMBER ASSIGNED TO IT,AND UNDERSTANDS THAT ANY
SUCH NUMBER CAN BE CHANGED. SUBSCRIBER UNDERSTANDS THAT CTI AND THE UNDERLYING
CARRIER CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS, AND WILL NOT BE LIABLE
FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE SERVICES. THE SUBSCRIBER MAY NOT
RESELL THE SERVICE TO ANY OTHER PARTY.
8. TERM AND TERMINATION.
8.1 TERM OF AGREEMENT. This Agreement shall become effective on the Effective Date
and shall continue until the expiration of all of Subscriber's subscriptions to ChargePoint Services.
8.2 SUBSCRIPTION TERM. Subscriptions to ChargePoint Services acquired by Subscriber
shall commence on (i) if such services are acquired for use with a new Charging Station, the earlier to
occur of(x) the date such new charging station is installed and provisioned on the ChargePoint Network
or (y) forty five (45) days after the date such new charging station is installed and (ii) in all other cases,
the start date specified in the purchase order related thereto. ChargePoint Services subscribed to by
Subscriber shall continue for the applicable subscription term (the "Subscription Term"), unless this
Agreement is otherwise terminated, changed or canceled by CTI or Subscriber as allowed by the terms
and conditions set forth herein.
8.3 TERMINATION.
(a) BY CTI. This Agreement, all Subscription Terms and Subscriber's continuing
access to ChargePoint Services may be immediately suspended or terminated: (i) if Subscriber is in
material breach of any of its obligations under this Agreement, and has not cured such breach within
thirty (30) days, or five (5) days in the case of any payment default, of the date of its receipt of written
notice thereof, (ii) Subscriber becomes the subject of a petition in bankruptcy or any other proceeding
related to insolvency, receivership, liquidation or an assignment for the benefit of creditors, (iii) upon
the determination by any regulatory body that the subject matter of this Agreement is subject to any
governmental regulatory authorization or review that imposes additional costs of doing business upon
CTI, or(iv) if, pursuant to the terms of this Agreement, CTI is otherwise permitted the right to terminate
upon the occurrence of an event or events.
(b) BY SUBSCRIBER. This Agreement may be immediately terminated by Subscriber
without prejudice to any other remedy of Subscriber at law or equity: (i) if CTI is in material breach of
any of its obligations under this Agreement, and has not cured such breach within thirty(30)days of the
date of its receipt of written notice thereof, or(ii) CTI becomes the subject of a petition in bankruptcy or
any other proceeding related to insolvency, receivership, liquidation or an assignment for the benefit of
creditors. This Agreement may be terminated by Subscriber for convenience upon the voluntary
deactivation and removal from registration via the applicable ChargePoint Web Portal of all Networked
Charging Stations owned by Subscriber from the ChargePoint Network, at which time this Agreement
shall terminate effective immediately; provided, that Subscriber shall not be entitled to any refund of
any Service Fees as a result of such termination for convenience.
8.4 REFUND OR PAYMENT UPON TERMINATION. Upon any termination of this Agreement
for cause by Subscriber pursuant to Section 8.3(b)(i), or (ii) the election of CTI to terminate this
Agreement pursuant to Section 8.3(a)(iii), CTI shall refund to Subscriber a pro-rata portion of any pre-
paid Service Fees based upon the Subscription Term for which such fees were paid and the remaining
period of such Subscription Term. Upon any termination for cause by CTI pursuant to Section 8.3(a)(i),
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■
(ii) or (iv) or upon the voluntary removal from registration and activation of all of Subscriber's Network
Charging Stations from the ChargePoint Network, Subscriber shall pay any unpaid Service Fees covering
the remainder of all Subscription Terms. In no event shall any termination relieve Subscriber of any
liability for the payment of Service Fees for any period prior to the termination date.
9. 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.
10. WAIVER. The failure of either Party at any time to require performance by the other Party of
any obligation hereunder will in no way affect the full right to require such performance at any time
thereafter. The waiver by either Party of a breach of any provision hereof will not constitute a waiver of
the provision itself. The failure of either Party to 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 an
authorized representative of the Party against whom such waiver is sought to be enforced. Any such
waiver will be effective only with respect to the specific instance and for the specific purpose given.
11. FORCE MAJEURE. Except with respect to payment obligations, neither CTI nor Subscriber will be
liable for failure to perform any of its obligations hereunder due to causes beyond such party's
reasonable control and occurring without its fault or negligence (a "Force Majeure Event"). A Force
Majeure Event will include, but not be limited to, fire, flood, earthquake or other natural disaster
(irrespective of such party's condition of any preparedness therefore); war, embargo; riot; strike; labor
action; any lawful order, decree, or other directive of any government authority that prohibits a party
from performing its obligations under this Agreement; material shortages; shortage of transport; and
failures of suppliers to deliver material or components in accordance with the terms of their contracts.
12. APPLICABLE LAW. This Agreement will be construed, and performance will be determined,
according to the laws of the State of California without reference to such state's principles of conflicts of
law and the state and federal courts located in Santa Clara County, California, shall have exclusive
jurisdiction over any claim arising under this Agreement.
13. WAIVER OF JURY TRIAL. Each Party hereby waives any right to jury trial in connection with any
action or litigation arising out of this Agreement.
14. SURVIVAL. Those provisions dealing with the Intellectual Property Rights of CTI, limitations of
liability and disclaimers, restrictions of warranty, Applicable Law and those other provisions which by
their nature or terms are intended to survive the termination of this Agreement will remain in full force
and effect as between the Parties hereto as contemplated hereby.
15. SEVERABILITY. Except as otherwise specifically provided herein, if any term or condition of this
Agreement or the application thereof to either Party will to any extent be determined jointly by the
Parties or 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,the Parties
or circumstances other than those as to which it is determined to be invalid or unenforceable, will not
be affected thereby. If, however such invalidity or unenforceability will, in the reasonable opinion of
either Party cause this Agreement to fail of its intended purpose and the Parties cannot by mutual
agreement amend this Agreement to cure such failure, either Party may terminate this Agreement for
cause as provided herein above.
16. ASSIGNMENT. Subscriber may not assign any of its rights or obligations hereunder, whether by
operation of law or otherwise, without the prior written consent of CTI (not to be unreasonably
withheld). In the event of any purported assignment in breach of this Section 15, CTI shall be entitled,at
its sole discretion,to terminate this Agreement upor written notice given to Subscriber. In the event of
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such a termination, Subscriber shall pay any unpaid Service Fees covering the remainder of the Service
Term for any accepted Purchase Orders. In no event shall any termination relieve Subscriber of any
liability for the payment of Service Fees or Session Processing Fees for any period prior to the
termination date. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the
parties, their respective successors and permitted assigns. CTI may assign its rights and obligations
under this Agreement.
17. NO AGENCY OR PARTNERSHIP CREATED BY THIS AGREEMENT. CTI, in the performance of this
Agreement, is an independent contractor. In performing its obligations under this Agreement, CTI shall
maintain complete control over its employees, its subcontractors and its operations. No partnership,
joint venture or agency relationship is intended by CTI and Subscriber to be created by this Agreement.
18. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties with
respect to the subject matter hereof and supersedes and cancels all previous and contemporaneous
agreements, negotiations, commitments, understandings, representations and writings. All purchase
orders issued by Subscriber shall state that such purchase orders are subject to all of the terms and
conditions of this Agreement, and contain no other term other than the type of Subscription, the
number of stations for which such Subscription is ordered,the term of such subscriptions and applicable
subscription fees. To the extent of any conflict or inconsistency between the terms and conditions of
this Agreement and any purchase order,the Agreement shall prevail. Notwithstanding any language to
the contrary therein, no terms or conditions stated in any other documentation shall be incorporated
into or form any part of this Agreement, and all such purported terms and conditions shall be null and
void.
19. 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.
COM(.1∎4 : `'df7� C. Subscriber
By: —441.F.1.1.11111/ By:
�-ignature) (Signature)
Name: /iiviiu Cam ova- Name: I 1 YVk INA- 46►mil
Title: C. frotf RiVt on 61 C 1 G4 Title: etido tic war 1,0s 7 a��"
Address: 111 Coulomb Technologies Inc Address: \3?00 T�� F“•
1692 Dell Ave l Jw (i a
City: .__ ,:. .01 City:•
State: Zip Code: State: Cfr Zip Code: AT
Email Address for Notices: (0„4 l o0,b 1--ec.h,(aryl Email Address for Notices: 41 m rvt il'rkkisb
Date: 1(1 11 2 Date:
Page 8 of 11
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FLEX BILLING ADDENDUM
❑ Flex Billing Manager and Flex Billing Service
The Provisions of this Flex Billing Addendum apply in those situations where Subscriber charges Users
for the use of its Networked Charging Stations and CTI provides management,collection and/or
processing services related to such charges.
Applicable Terms and Conditions.
1. Definitions. The following defined terms shall apply for purposes of this Flex Billing Addendum (this
"Addendum")
"Net Session Fees"means the total amount of Session Fees collected on behalf of the Subscriber
by CTI less Session Authorization Fees,Session Processing Fees and Taxes and Regulatory Charges(as
defined below), if any, required by law to be collected by CTI from Users in connection with the use of
Networked Charging Stations. Except as required by law,Subscriber shall be responsible for the
payment of all Taxes and Regulatory Charges incurred in connection with the Networked Charging
Stations.
"Session"or"Charging Session"means a session during which a User is using Subscriber's
Networked Charging Station to charge his or her electric vehicle and last for a continuous period of time
measuring not less than five (5) minutes commencing when a User has accessed such Networked
Charging Station and ending when such User has terminated such access.
"Session Authorization Fees"means the fees payable by the Subscriber to CTI to pre-authorize a
Charging Session at a Commercial Networked Charging Station. The Session Authorization Fees is set
forth below.
"Session Fees"means the fees set by the Subscriber for a Charging Session, including any
applicable Taxes and/or Regulatory Charges.
"Session Processing Fees"means the fees charged by CTI for the management,collection and
processing of Session Fees on behalf of Subscriber and the remittance of Net Session Fees to
Subscribers. The Session Processing Fee is set forth below.
"User" means any person using Networked Charging.
2. FLEX-BILLING SERVICE FOR NETWORKED CHARGING STATIONS.
2.1. SESSION FEES. Subscriber shall have sole authority to determine and set in real-time
the Session Fees(which shall include all applicable Taxes and Regulatory Charges,each as defined
below)applicable to Subscriber's Networked Charging Stations.
2.2 DEDUCTIONS FROM SESSION FEES. In exchange for CTI collecting Session Fees on
behalf of the Subscriber,the Subscriber hereby authorizes CTI to deduct from all Session Fees collected:
(i)a Session Authorization Fee; (ii)a Session Processing Fee;and (iii)to the extent required by Section 3,
applicable Taxes and Regulatory Charges. The Session Authorization Fee and the Session Processing
Fees shall be charged in an amount and subject to the terms set forth in this Addendum.
2.3 PAYMENT TO SUBSCRIBER OF NET SESSION FEES. CTI shall remit Net Session Fees to
Subscriber not more than thirty(30)days after the end of each calendar month to the address set forth
in Subscriber's Account information registered on the applicable Network Web Portal.
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3. TAXES AND REGULATORY CHARGES. Unless required by law or otherwise stated herein, Session
Authorization Fees and Session Processing Fees do not include any taxes, levies, duties or similar
governmental assessments of any nature, including, but not limited to,value added,sales, local,city,
state or federal taxes("Taxes")or any fees or other assessments levied or imposed by any governmental
regulatory agency("Regulatory Charges"). Subscriber is responsible for the payment of all Taxes and
Regulatory Charges incurred in connection with Session Fees;provided that, CTI is solely responsible for
all Taxes and Regulatory Charges assessable based on CTI's income, property and employees. Where CTI
is required by law to collect and/or remit the Taxes or Regulatory Charges for which Subscriber is
responsible,the appropriate amount shall be invoiced to Subscriber and deducted by CTI from Session
Fees, unless Subscriber has otherwise provided CTI with a valid tax or regulatory exemption certificate
or authorization from the appropriate taxing or regulatory authority.
4. APPLICABLE FEES. The following fee schedule sets forth the applicable Session Authorization Fees
and Session Processing Fees to be charged by CTI in connection with the provision of Flex Billing
Manager and Flex Billing services.
Transaction Volume For Each Charging Session For Each Charging
Fee Schedule' using ChargePassTM Card Session Using Credit Card
(per Host) (per Host)
Session <1,500/month $0.40 per Session $0.40 per Session
Authorization Fee2 <3,000/month $0.35 per Session $0.35 per Session
<6,000/month $0.30 per Session $0.30 per Session
>6,000/month $0.25 per Session $0.25 per Session
Session Processing <1,500/month 5.0%of Session Fees 6.0%of Session Fees
Fee3 <3,000/month 4.5%of Session Fees 5.5%of Session Fees
<6,000/month 3.5%of Session Fees 4.0%of Session Fees
>6,000/month 3.0%of Session Fees 3.5%of Session Fees
1 Subscriber is required to separately subscribe for the ChargePointTM Standard Service in order to activate its
Charging Stations on the ChargePointT" Network.
2 The Session Authorization Fee may not be increased more than once in any twelve(12) month period nor more
than the greater of(i) ten percent (10%) or (ii) the Consumer Price Index rate of change promulgated by the
United State Bureau of Labor Statistics with respect to the 12-month period just then ended when any notice of
change is given by CTI to Subscribers.
a CTI may increase the Session Processing Fee payable pursuant to this Agreement at any time after July 1, 2011,
upon not less than one hundred eight(180)days notice(the"Notice Period")given by electronic notice posted
to the Subscriber Portal and sent to each individual Subscriber Account, and any such change shall thereafter
be binding and enforceable with respect to Subscriber after the expiration of such Notice Period; provided,
further, that the Session Processing Fee may not be increased by more than one percentage point in any
twelve (12) month period, nor in the aggregate, increased to more than twenty percent (20.00%) of Session
Fees at any time.
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Appendix A to Flex Billing Addendum: Account Information Form for Flex Billing Services
Complete and fax this form to Coulomb Technologies Sales Operations(+1-214-716-1244)to sign up for
Flex Billing services. All fields are required (except where noted).
Business Info
Business Legal Name: City of Cupertino
Business Legal Address: 10300 Torre Avenue, Cupertino CA 95014
(Number) (Street) (City) (State/Province) (Postal Code) (Country)
Business Federal Tax ID: 94-6027368
Individual Point of Contact
Contact Name: Jennifer Chang
Contact Phone: (408)-777-3285
Contact Fax: (408)-777-3109
Contact Email Address: jenniferc @cupertino.org
Bank Account Info
Bank Name: Wells Fargo Bank
Bank Address: 550 California Street, 10th Floor, San Francisco, CA 94104
(Number) (Street) (City) (State/Province) (Postal Code) (Country)
Bank Routing number or Swift Code: 121000248
Bank's Account number(if applicable): - - V---
Business's Account Number: 4121038749
Business's Account Name:
(Remit To Name,if different than Business Legal Name)
Business's Account Address:
(Remit To Address,if different than Business Legal Address)
Business's Federal Tax ID:
(if Remit To Entity is if different than Business Legal Entity)
Additional Information(for Non-US Customers Only)
Intermediary Bank Name:
Intermediary Bank Address:
(Number) (Street) (City) (State/Province) (Postal Code) (Country)
Intermediary Bank Routing or Swift Code:
Intermediary Bank'Account number if applicable: _
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