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CHARGEPOINT INC.
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Last modified
8/29/2018 2:36:47 PM
Creation date
8/29/2018 2:26:00 PM
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Contracts
Company Name
CHARGEPOINT INC.
Contract #
A-2018-144
Agency
FINANCE & MANAGEMENT SERVICES
Council Approval Date
6/5/2018
Destruction Year
0
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DocuSign Envelope ID: 15o65A35-DCA7-4C94-905A-907FA50AO6E9 <br />EXHIBIT 1 <br />FLEX BILLING TERMS <br />This Exhibit sets forth certain additional terms and conditions ("Flex Billing Terms") pursuant to which <br />Subscriber may charge Users fees for the use of Subscriber's Charging Stations. In order to charge such <br />fees, Subscriber must subscribe to a Service Plan that Includes CPI's management, collection and/or <br />processing services related to such fees ("Flex Billing"), <br />1. DEFINITIONS, The following additional defined terms shall apply to these Flex Billing Terms; <br />1.1 "CPI Fees" means a fee, currently equal to ten percent (10°%) of Session Fees, charged for <br />a particular Session, CPI Fees are charged by CPI in exchange for its collection and processing of Session <br />Fees on behalf of Subscriber, CPI will provide Subscriber with thirty (30) days prior written notice (which <br />may include, without limitation, notice provided by CPI through its regular newsletter to Subscriber) of <br />any increase in CPI Fees. <br />1.2 "Net Session Fees" means the total amount of Session Fees collected on behalf of the <br />Subscriber by CPI, less CPI Fees and Taxes, if any, required by law to be collected by CPI from Users in <br />connection with the use of Charging Stations. Except as required by law, Subscriber shall be responsible <br />for the payment of all Taxes incurred in connection with use of Subscriber's Charging Stations, <br />1.3 "Session" or "Charging Session" means the period of time during which a User uses <br />Subscriber's Charging Station to charge his or her electric vehicle for a continuous period of time not less <br />than two (2) minutes commencingwhen a User has accessed such Charging Station and ending when such <br />User has terminated such access. <br />1.4 "Session Fees" means the fees set by the Subscriber for a Charging Session, inclusive of <br />any applicable Taxes. <br />2. FLEX -BILLING SERVICE FOR CHARGING STATIONS. <br />2.1. SESSION FEES. Subscriber shall have sole authority to determine and set in real-time <br />Session Fees. Subscriber shall be solely responsible for determining and charging Session Fees in <br />compliance with all applicable laws and regulations (including without limitation any restriction on <br />Subscriber's use of per -kWh pricing). Subscriber acknowledges that CPI is not responsible for informing <br />Subscriber of applicable laws orchanges thereto, and CPI will not be liable to Subscriber or any third party <br />for any alleged or actual failure of Subscriberto comply with such applicable laws and regulations. <br />2.2 DEDUCTIONS FROM SESSION FEES. In exchange for CPI collecting Session Fees on behalf <br />of the Subscriber, the Subscriber hereby authorizes CPI to deduct from all Session Fees collected: (i) CPI <br />Fees and (ii) to the extent required by Section 3, applicable Taxes. <br />2.3 PAYMENT TO SUBSCRIBER OF NET SESSION FEES. CPI shall remit Net Session Fees to <br />Subscriber not more than thirty (30) days after the end of each calendar month as directed by Subscriber <br />from time to time through the applicable ChargePoint Services. Notwithstanding the foregoing, no such <br />payment will be required if at the end of any calendar month the amount due to Subscriber hereunder is <br />less than fifty U.S. Dollars ($50), except in connection with the expiration or termination of this <br />Agreement. In no event shall CPI remit amounts due to Subscriber, regardless of the amount then due, <br />later than thirty (30) days following the end of each calendar quarter. <br />Page 15 of 20 <br />
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