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Home My WebLink About75A - PH ELECTRIC VEHICLE FEEREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 6, 2018 TITLE: PUBLIC HEARING — ADOPT RESOLUTION TO AMEND THE MISCELLANEOUS FEE SCHEDULE TO ADD A FEE FOR ELECTRIC VEHICLE CHARGING STATION USE; APPROVE AGREEMENTS WITH VOLTAIC AND CHARGEPOINT INC. FOR INSTALLATION, NETWORKING AND MAINTENANCE OF 10 ELECTRIC VEHICLE CHARGING STATIONS (SPEC. NO. 17-109) (STRATEGIC PLAN NO. 6,2) CITY MA GER -Z- RECOMMENDED RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 si Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt resolution to amend the Miscellaneous Fee Schedule to include a new fee for the use of Electric Vehicle charging stations throughout the City. 2. Authorize the City Manager and Clerk of the Council to execute a five-year agreement with Voltaic for the period of February 6, 2018 through January 31, 2023, for the purchase, installation, networking, and maintenance warranty for ten electric vehicle charging stations at various City locations in a total amount not to exceed $231,783 plus a contingency of $20,000 for a total amount of $251,783, subject to non -substantive changes approved by the City Manager and City Attorney. 3. Authorize the City Manager and Clerk of the Council to execute a five-year Master Services and Subscription Agreement with ChargePoint Inc. for the period of February 6, 2018 through January 31, 2023 for the use of ChargePoint services on the ten electric vehicle charging stations, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana received grant and subvention funds from the Southern California Air Quality Metropolitan District (AQMD) for the purchase and installation of ten electric vehicle charging stations throughout the City. Depending on the location of the charging station, these charging stations may be available for both public use and for City vehicles. The locations for the charging stations are as follows: 75A-1 Public Hearing & Agreements for EV Charging Stations February 6, 2018 Page 2 Location #of Dual EV Stations #of Parking Stalls City Hall - Ross Annex (City use only) 4 8 Corporate Yard (City/Public use) 2 4 Santa Ana Zoo 1 2 SARTC 1 2 City Hall - Civic Center Superblock 1 2 Third & Bush Parking Lot 1 2 Santa Ana Ordinance No. NS -2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The National Joint Powers Alliance (NJPA) awarded a contract to ChargePoint Inc. (contract #051017 -CPI) for procurement and installation of Electric Vehicle charging stations as a result of open competitive bidding on behalf of its members, which includes government entities. The awarded contract is valid through 2021 and meets the City's purchasing requirements. Due to the complexity of the specifications, the use of a Cooperative Purchasing Agreement such as NJPA provides for a timely and cost effective purchase. As such, staff recommends contracting with Voltaic, who is an approved distributor of ChargePoint products, to purchase and install ChargePoint stations, and utilize the ChargePoint networking system to process payments and provide maintenance for the above -referenced ten (10) charging stations (Stations) at six (6) different locations. Each station will be a dual -pedestal type, which means it allows for two vehicles to utilize each station at the same time if needed. As a result, there is an overall capacity to service a total of 20 electric vehicles at these ten charging stations over six different locations. The Stations will utilize ChargePoint, Inc. as direct provider of networking services. As a result, the City must also enter into a Master Services and Subscription agreement (MSSA) with ChargePoint, Inc. to utilize their cloud -based networking system. ChargePoint, Inc. is the industry leader in providing networked Electric Vehicle (EV) charging stations throughout the United States. They currently have over 7,000 customers providing service to large and small entities in both the private and public sectors. Additionally, ChargePoint has established partnerships with the majority of the major car manufacturers to provide an easy transition for the car buyer to purchase electricity for their EV. Currently, ChargePoint, Inc. maintains a 70% market share of all EV charging stations, and have existing contracts locally with the cities of Anaheim, Huntington Beach, Orange, Westminster, Lake Forest and Laguna Beach. Voltaic, located in Garden Grove, is one of their authorized charging station providers. ChargePoint, Inc. provides a networked approach to EV purchases, where charging locations and payments are made available on a real-time basis on the user's smartphone or vehicle navigation system. Additionally, all EV charging station usage data is available to the City in a cloud environment and include a wide variety of reports to help provide an ongoing review of each station, including revenues received and actual electrical costs. The proposed purchase 75A-2 Public Hearing & Agreements for EV Charging Stations February 6, 2018 Page 3 includes a five-year maintenance contract with Voltaic that includes all costs for networking, upgrades and as -needed maintenance. Upon review of actual ongoing cost for each station, staff recommends the following pricing structure for the charging stations installed throughout the City: $0.25 per Kilowatt hour (kWh) for the first 4 hours $2.00 per hour after the initial 4 hours The actual operating cost to use the EV charging stations is approximately $0.22 per kWh, depending on usage. The operating costs include anticipated utilities, networking, and the equipment warranty. Below is a summary of anticipated annual costs per charging station along with anticipated revenue. Expenses: - Total - $2,407 (estimated) Revenue: Utilities - $1,100 (costs not included in agreement) User charges - $2,407 (estimated) Network charges - $560 Equipment Warrant - $747 not included in 1st ear These ongoing revenue and expenditures will be tracked by site, and each location will be budgeted for separately. Users of the stations will pay for the electric usage directly with ChargePoint, Inc. Specifically, users of the stations will need to establish an account with ChargePoint, Inc. to access the electric charging services. Voltaic will be providing all the net revenue collected, related to electric service charges, to the City on a monthly basis. All revenue collected will be deposited back into the fund/location that is paying for the estimated expenses. Additionally, excess revenue (e.g. charged revenue less estimated costs) will go towards future contributions in maintenance or infrastructure repair costs. An Electric Vehicle Charging Policy was drafted to ensure and promote a safe and equitable usage of the stations by City staff for use of City and personal Electric Vehicles. Specifically, the Policy ensures that City employees may use the charging stations for personal use at the same fee structure as the general public. Additionally, the policy incorporates elements including, but not limited to: Safety; User Registration; Charging Station Access and Parking Priority. STRATEGIC PLAN ALIGNMENT Approval of this item assists the City's effort to meet Goal #6 Community Facilities & Infrastructure, Objective #2, (address deferred maintenance on City buildings and equipment). CEQA In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt for further review per Section 21080. This section states that CEQA does not apply to ministerial projects, such as electric vehicle charging facilities, as it is a ministerial project to be carried out or approved by a public agency. No further action is required for this project. 75A-3 Public Hearing & Agreements for EV Charging Stations February 6, 2018 Page 4 FISCAL IMPACT Funds from AQMD grants, for the purchase and installation of the charging stations total $191,753. Funding for this is available in the amount of $111,693 in the FY 2017-18 Fleet Services Air Quality Improvement account — Machinery and Equipment (03110101-66400) and $80,060 in the FY 2017-18 Fleet Services MSRC Program account — Machinery and Equipment (03110102-66400). Funds for the annual operation costs for each of the above -referenced stations are as follows: Location Account Name Account Number Amount Fiscal Year SA Zoo Contract Services 01113220-62300 $735 2017-18 Re . Trans. Center Contract Services 06717650-62300 $735 2017-18 3 & Bush Parking Lot Contract Services 02710131-62300 $735 2017-18 City Hall/ City Yard 7 Contract Services 07310100-62300 $5,145 2017-18 SA Zoo Contract Services 01113220-62300 $1,317 2018-19 thru 2021-22 Re . Trans. Center Contract Services 06717650-62300 $1,317 2018-19 thru 2021-22 3rd &Bush Parkin Lot I Contract Services 02710131-62300 $1,317 2018-19 thru 2021-22 City Hall/ City Yard 7 Contract Services 1 07310100-62300 1 $9,219 1 2018-19 thru 2021-22 Note: Fiscal impact for FY 2022-2023 is not included in the chart above as payment for annual operating costs is made at the beginning of each calendar year. Thus, payment for services in FY 2022-2023 is made in FY 2021-2022. APPROVED AS TO FUNDS AND ACCOUNT: P Francisco Gutierrez Executive Director Finance and Management Services Agency CL/sp Exhibits: 1. Resolution 2. Voltaic Agreement 3. ChargePoint Agreement 75A-4 ROH - 2.6.18 RESOLUTION NO. 2018 -XXX A RESOLUTION OF THE CITY,COUNCIL OF THE CITY OF SANTA ANA ESTABLISHING A FEE SCHEDULE FOR ELECTRIC VEHICLE CHARGING STATIONS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City received grant and subvention funds from the Southern California Air Quality Metropolitan District (AQMD) for the purchase of ten (10) electric vehicle (EV) charging stations for use by public and City vehicles throughout the City. B. City staff has provided for review to the City Council agreements with Voltaic and ChargePoint, Inc, for the Installation and related services for the EV charging stations, including the monitoring of the charging of a vehicle at a ChargePoint EV charging station. C. Specifically, users of the stations will need to establish an account with ChargePoint, Inc. to pay ChargePoint, Inc. directly and access the electric charging services. Voltaic will be providing all the net revenue collected, related to electric service charges, to the City on a monthly basis. All revenue collected will be deposited back into the fund/location that.. is paying' for the estimated expenses.. Additionally, excess revenue (e.g. charged revenue less estimated costs) will go towards future contributions in maintenance or infrastructure repair costs. D. The actual operating cost to use the EV charging stations is approximately $0.22 per kWh, depending on usage. The operating costs include anticipated utilities, costs per charging station along with anticipated revenue; Utilities - $1,100 (costs not User charges - $2,407 included in agreement) (estimated) Network charges - $560 Equipment Warranty - $747 (not included in 15f year) E. Based on analysis and evaluation of utilities, network charges, and equipment warranty, the fees are recommended as set forth below. Resolutlon No. 2018-)00X Page 1 of 3 L ROH - 2.8.18 Section 2. The City Council hereby establishes the following pricing structure for the EV charging stations installed throughout the City: $0.25 per Kilowatt hour (kWh) for the first 4 hours $2.00 per hour after the initial 4 hours Section 3. Without further action of the City Council, the above -referenced fees established by this Resolution shall be incorporated into the City's Uniform Schedule of Miscellaneous Fees for Fiscal Year 2017-18 and updated annually. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2018. Miguel A. Pulido Mayor APPROVEp AS TO FORM: Sonia Vg6VPIh j, City Attorney N Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers 75A-6 Resolution No. 2018 -XXX Page 2 of 3 ROH -2.6.18 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2018- to be the original resolution adopted by the City Council of the City of Santa Ana on 12018. Date: Clerk of the Council City of Santa Ana 75A-7 ResolWon No. 2010 -XXX Page 3 of 3 75A-8 ELECTRIC VEHICLE CHARGING STATIONS CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this 6th day of February, 2018, by and between Voltaic, a division of Video Voice Data Communications, a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of electric vehicle charging stations, including the labor, materials and electrical equipment for the needs to supply and install ChargePoint charging units with network services at various locations throughout the City of Santa Ana, as well as providing the extended assure warranty. B. Con' Itant represents that Consultant is a ChargePoint Operations and Maintenance Partner, and is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES As a ChargePoint Operations and Maintenance Partner, Consultant shall perform those services as set forth in Consultant's Proposal attached herewith as Exhibit A to this Agreement. Additionally, Consultant shall be responsible for the ChargePoint Assure extended warranty Terms and Conditions of Service attached herewith as Exhibit B to this Agreement. 2., COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed two -hundred and fifty-one thousand, seven -hundred and eighty-three dollars ($251,783.00) during the term of this Agreement. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 75AE2HIBIT R\ 3. TERM This Agreement shall commence on the date,first written above and terminate on January 31, 2023, unless terminated earlier in accordance with Section 15, below. The Term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney, 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and' other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insureds) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The 75A-10 amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such Insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to Indemnify the City for any work performed prior to approval of insurance by the City. 75A-11 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, Its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and Indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. 75A-12 "Confidential Information" shall include all nonpublic information. Confidential information includes not only written Information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party Is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no Interests and shall not have Interests, direct or Indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: and Executive Director— Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 - City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 75A-13 To Consultant: Brian Sung Video Voice Data Communications, Voltaic Division 12681 Pala Drive Garden Grove, CA 92841 Phone 714-206-1048 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such 75A-14 date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the Citys use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, Interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or Is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. (Signature Page Follows} 75A-15 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: City By:' IV Ryan O. RECOMMENDED FOR APPROVAL: FRANCISCO GUTIERREZ Executive Director — Finance and Management Services 75A-16 CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT' Tax ID# EXHIBIT A VOLTAIC PROPOSAL 75A-17 VIVOLTA IC Project N:73-727.4 Proposal for City of Santa Ana -EV Charging - Submitted to: City of Santa Ana ATTN: Chris Laugenour Phone M 0: 714.647.3361 1 C: 714.381.4246 Email: claugenour@santa-ana.ore NJPA k: 051017 -CPI WD's DIRII: 1000025785 Date: January17,-2018 Description: This proposal includes the labor, materials and electrical equipment for the needs to supply and install ChargePoint charging units with network services at various locations throughout the City of Santa Ana as described herein. Project Breakdown: Location Installation EVSE Unit(s) & Total Cost Per Cost Network5ervices Location Corporate Yard—General Parking $10,393.00 $6,848.00 $17,241.00 Corporate Yard—Employee Parking $10,358.00 $7,409.00 $17,767.00 City Hall — RossAnnek $23,689.00 $28,729.00 $52,418.00 City Hall—'Civic Center $18,201.00 $6,794.00 $24,995.00 Santa Ana Zoo $17,295.00 $7,355.00 $24,650.00 Third & Bush Parking Lot $19,879.00 $7,355.00 $27,234.00 Santa Ana Regional Transportation Center $7,443.00 $7,355.00 $14,798.00 Total Installation Cost: $107,258.00 $71,845.00 $179,103.00 •1- Video Voice Data Communications I Voltaic Division 1 12681 Pala Drive, Garden Grove, CA 92841 Print Date January 17, 2018 75A-18 x,=\00L T A I C Please see next page Extended Assure Warranty and Network Services —Billed Yearly Location Corporate Yard—General Parking Corporate Yard — Employee Parking City Hall—Ross Annex City Hall — Civic Center Santa Ana Zoo Santiago Arts District Santa Ana Regional Transportation Center CT4000-ASSURE4- COMMIT 1 1 4 1 1 1 1 Project N:73-727.4 CPCLD-COMMERCIAL 2 2 8 2 2 2 2 Total Quantity: 10 20 s pdddlonal parts and labor Warranty (Billed Yearly) - wyear per sta0dn and On -Site Labor to repair or replace any manufacturing . Includes remotemonitodng of station and proactive repair $0 $757 $757 $757 $757 ch. Guaranteed Uptime Quantity 10 10 10 10 10 Annual Billing Total $0 $7,570. $7,570 $7,570 $7,570 TOTALANI'll AI BIWNGS $0 1 $13,170 $13,170 1 $33,170 $33,110 Yearly Billing of $13,170 -2- Video Voice Data Communications j Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 print Date; anuary 17, 2018 75A-19 Network Service plans (per part) Designed for employers, businesses and the government, this plan includes 24x7x365 d6er support, access control, general paid In $280 $280 .$280 $296 reporting, OTA upgrades, payment processing, flexible pricing Intal Cost policies, reservations and more. Quantity 20 20 20 20 20 Annual Billing Total $0 $5,600 $5,goo $5,600 $5,600 TOTALANI'll AI BIWNGS $0 1 $13,170 $13,170 1 $33,170 $33,110 Yearly Billing of $13,170 -2- Video Voice Data Communications j Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 print Date; anuary 17, 2018 75A-19 V-0 LTA IC Project M:73 -727A Corporate Yard — General Parking Location: 215 South Daisy. Avenue Santa Ana, CA 92703 NJPA #: 051017 -CPI CHARGING UNIT MOUNTINGTYPE(5): WALL TOTAL ii OF PARKING FOR EV: Two (2) Price Breakdown: Electrical/Construction, Labor and Material $16,393.00 EVCS Unit(s) and Service(s) $6,848.00 Total Price: $17,241.00 (tax included) Electrical/Construction. Labor and Material Includes: Proposal consists of project management and site planning, engineering and designing for any necessary permit acquisitions. o Permit acquisitions also include the plan checking, and Inspection processes (not Including actual plan check fee, permitting and/or inspection fees) as required by the,authorities having jurisdiction. Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. SVS_ fee to ChargePoint, Inc. discounted when using ChargePoint, Inc. Certified Installers. o Standard electrical power consistency evaluation: circuit breaker and electrical panel evaluation. o Cellular network communications test: test for consistency of cellular signal strength. o Charging station evaluation: consistent voltage, amperage, ground, network communication. ELECTRICAL EQUIPMENT UPGRADE • None. o Use two (2) available spares in existing electrical panel "PA" CHARGING UNIT INSTALLATION Installation and commissioning of one (1) charging unit to meet'NEC requirements. Supply and installation of one (1) 40A circuit breakers for EVCS overcurrent protection. o Utilization of existing electrical panels to supply one (1) 30A circuit to new charging unit. o From the electrical panel(s) to new charging stations, the new electrical conductors: #6 and #10 ground wires. -3- Video Voice Data Communications I Voltaic Division ) 12681 Pala Drive, Garden Grove, CA 92841 Print Date: Januar- 17,201 -8- 75A -20 7,2018 75A-20 VOLTAIC Project #:73-727.4 PROVISIONS FOR FUTURE GROWTH None PARKING MODIFICATIONS o Supply and mounting of two (2) EV parking signs on existing'post. • Stenciling/marking "EV CHARGING ONLY" for two (2) EV parking spaces. RELATED CONSTRUCTION WORK • Core drilling. • Placement of EMT, approximately+180'. • Trenching and/or pneumatic boring, approximately 10'. • Concrete work (demolition and repair) for pneumatic boring window cut. INITIALS DATE -4- Video Voice Data Communications I Voltaic Division 1 12681 Pala Drive, Garden Grove, CA 92841 Print Date: January v. Z018 75A-21 VOLTAIC Project 9:73-727.4 EV Charging Unit/Station Orders: • One (1) ChargePoint dual -port, wall -mounted Gateway charging units. (CT4023-GW1) • One (1) ChargePoint Power Management Kits. (CT4000-PMGMT) • One (1) Year Pre -Paid Commercial Network Service Plan (per port): designed for employers, businesses and the government. The service plan support is directly through ChargePoint, Inc and includes 24/7/365 driver support, access control, general reporting, OTA upgrades, payment processing, flexible pricing policies, reservations and more. (CPCLD-COMMERCIAL-1) • Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio groups, custom groups, connections, access control, visibility control, pricing, reports and alerts. One-time initial service per station. (CPSUPPORT-ACTIVE) • One (1) year of CT4000 Assure coverage included in the purchase per unit. (CT4000-ASSURE) • Additional four (4) year package of CT4000 Assure coverage included (Billed Yearly). This package includes 50% discount on $349.00 cost of Activation per unit. (CT4000-ASSURE4-COMMIT) • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. priorto activation of units. (CPSUPPORT-SITEVALI D) .CHARGING UNIT BREAKDOWN Eauoment(CT4000) Unit Price Quantity Total Gateway $560.00 CPSUPPORT-ACTIVE $349.00 1 CT4023-GW1 $6,705.00 1 $6,705.00 VVD Discount 20% 1 -$1,341.00 Miscellaneous over 4 yrs. Tax & S/H: CT4000-PMGMT $50.00 1 $50.00 Product Services W174000 CPSUPPORT-SITEVALID $598:00 1 $0.00 CPCLD-COMMERICAL-1 $280.00 2 $560.00 CPSUPPORT-ACTIVE $349.00 1 $175.00 CT4000-ASSURE $0.00 1 $0.00 CT4000-ASSURE4-COMMIT $3,028.00 1 Paid Annually over 4 yrs. Tax & S/H: $699.00 EVCS Unit(s) & Service(s) Total Price: $6,848.00 -s- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 _ pont Date: anuary v, 2018 75A-22 V-5 LTAIC ..—„ o. Corporate Yard — Employee Parking Location: 220 South Daisy Avenue Santa Ana, CA 92703 NJPA #: 051017 -CPI CHARGING UNIT MOUNTING TYPE(S): BOUARD TGTAL#OF PARKING FOR EV: Two(2) Price Breakdown: Electrical/Construction, Labor and Material $10,358.00 EVCS Unit(s) and Service(s) $7,409.00 Total Price: $17,767.00 (tax included) Electrical/Construction. Labor and Material Includes: Project #:73-727.4 • Proposal consists of project management and site planning, engineering and designing for any necessary permit acquisitions. o Permit acquisitions also include the plan checking, and inspection processes (not including actual plan check fee, permitting and/or inspection fees) as required by the authorities having jurisdiction. • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. SVS fee to ChargePoint, Inc. discounted when using ChargePoint, Inc. Certified Installers. o Standard electrical power consistency evaluation: circuit breaker and electrical panel evaluation. o Cellular network communications test: test for consistency of cellular signal strength. o Charging station evaluation: consistent voltage, amperage, ground, network communication. ELECTRICAL EQUIPMENT UPGRADE • None. o Use two (2) available spaces in existing electrical panel "PBA" CHARGING UNIT INSTALLATION Installation and commissioning of one (1) charging unit to meet NEC requirements. Supply and installation of one (1) 40A circuit breakers for EVCS overcurrent protection. o Utilization of existing electrical panels to supply one (1) 30A circuit to new charging unit. o From the electrical panel(s) to new charging station, the new electrical conductors: #8 and #10 ground wires. -6- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Dote January 17,2018' 75A-23 �OLTAIC Project #:73-727.4 • Forming and pouring of concrete pad of dimensions per manufacturer's specifications for charging unit structural support. PROVISIONS FOR FUTURE GROWTH • None PARKING MODIFICATIONS • Stenciling/marking "EV CHARGING ONLY" for two (2) EV parking spaces. • Supply and mounting of two (2) EV parking signs on existing post. (Repositioning of sign post if required) RELATED CONSTRUCTION WORK • Core drilling. • Placement of EMT, approximately+180'. • Trenching and/or pneumatic boring, approximately+20'. • Concrete work (demolition and repair) for pneumatic boring window cut. • Concrete work for EV structural pad. INITIAL$ DATE -]- Video Voice Data Communications I Voltaic Division i 12681 Pala Drive, Garden Grove, CA 92841 'Print Dare: Januar• 17, 2018 75A-24 V1OLTAIC �no..o vma o::—ccaA D"a .1 Project tl:73-727.4 EV Charging Unit/Station Orders; • One (1) ChargePoint dual -port, bollard -mounted Gateway charging unit. (CT4021-GW1) • One (1) ChargePoint Concrete Mounting Kit. (CT4001-CCM) • One (1) ChargePoint Power Management Kit. (CT4000-PMGMT) • One (1) Year Pre -Paid Commercial Network Service Plan (per port): designed for employers, businesses and the government. The service plan support is directly through ChargePoint, Inc and includes 24/7/365 driver support, access control, general reporting, OTA upgrades, payment. processing, flexible pricing policies, reservations and more. (CPCLD-COMMERCIAL-1) • Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio groups, custom groups, connections, access control, visibility control, pricing, reports and alerts. Ane -time initial service per station. (CPSUPPORT-ACTIVE) • One (1) year of CT4000 Assure coverage included in the purchase per unit. (CT4000-ASSURE) • Additional four (4) year package of CT4000 Assure coverage included (Billed Yearly). This Package includes 50% discount on $349.00 cost of Activation per unit. (Ci40007ASSURE4-COMMIT) • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. (CPSU P PO RT-SITEVALI D) CHARGING UNIT BREAKDOWN Etiuioment W174000) Unit Price Quantity Total Gateway $280.00 2 $560.00 Cl'4021-GWI $7,210.00 1 $7,210.00 VVD Discount 20% .1 -$1,442.00 Miscellaneous $3,028.00 1 Paid Annually CT4001-CCM $95.00 1 $95.00 CT4o00-PMGMT $50.00 '1 $50.00 Product Services (CT4000 CPSUPPORT-SITEVALID S59b.od 1 $0.00 CPCLD-COMMERICAL-1 $280.00 2 $560.00 CPSUPPORT-ACTIVE $349,00 1 $175.00 CT4000-ASSURE $0.00 1 $0.00 CT4000-ASSURE4-COMMIT $3,028.00 1 Paid Annually over 4 yrs. Tax & S/H: $761.00 EVCS Unit(s) & Service(s) Total Price: $7,409.00 -s- Video Voice Data Communications I Voltaic Division 112631 Pala Drive, Garden Grove, CA 92841 Print Date, January 17, 2018 75A-25 V-6®LTAIC v�o.a Project #:73-727.4 City Hall — Ross Annex Location: 20 Civic Center Plaza Santa Ana, CA 92701 NJPA #: 051017 -CPI CHARGING UNrr MONNTINGTYPE(s): BOLLARD TOTAL# OF PARKING FOR EV: EIGHT(8) Price Breakdown: Electrical/Construction, Labor and Material $23,689.00 EVCS Unit(s) and Service(s) $28,729.00 Total Price: $52,418.60 (tax included) Electrical/Construction. Labor and Material includes: • Proposal consists of project management and site planning, engineering and designing for any necessary permit acquisitions, o Permit acquisitions also include the plan checking, and Inspection processes (not including actual plan check fee, permitting and/or inspection fees) as required by the authorities having jurisdiction. • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. SVS fee to ChargePoint, Inc. discounted when using ChargePoint, Inc. Certified Installers. o Standard electrical power consistency evaluation: circuit breaker and electrical panel evaluation. o Cellular network communications test: test for consistency of cellular signal strength. o Charging station evaluation: consistent voltage, amperage, ground, network communication. ELECTRICAL EQUIPMENT UPGRADE • None. o Use eight (8) available spaces In existing electrical panel "ETC CHARGING UNIT INSTALLATION Installation and commissioning of eight (8) charging unit to meet NEC requirements. Supply and installation of eight (8) 40A circuit breakers for EVC.S overcurrent protection. o Utilization of existing electrical panels to supply eight. (8) 30A circuit to new charging unit. o From the electrical panel(s) to new charging station, the new electrical conductors: #6 and #10 ground wires. .9 - Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841Pnnt Date: January 17, 2018 75A-26 �vOLTAIC Project N:73-727.4 'CELLULAR SIGNAL COMMUNICATION Cellular signal readings are not adequate for ChargePoint EV charging station per ChargePoint manufacture specifications. Supply and installation of 3G cellular booster with two-way splitter for EV charging stations. PROVISIONS FOR FUTURE GROWTH • None PARKING MODIFICATIONS • Stenciling/marklhg "EV CHARGING ONLY" for eight (8) EV parking. spaces. • Supply and mounting of eight (8) bolt -down steel sign posts with EV parking signage, RELATED CONSTRUCTION WORK • Using existing conduit, infrastructure from electrical room to the junction box located near parking space 55. (Includes approximate wire runs of+300') Shall the length of the pull exceed, pricing will be charged accordingly). • Placement of EMT, approximately+180'. • Boit-down of units on existing basement concrete. • GPR scanning for bolt down of units. INMAL9 DATE -10- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Dite: January 17, 2018 75A-27 LTA IC Project p:73-727.4. EV Charging Unit/Station Orders: • Two (2) ChargePoint dual -port, bollard -mounted Gateway charging units. (CT4021-GW1) • Two (2) ChargePoint dual -port, bollard -mounted Gateway charging units. (CT4021) • Four (4) ChargePoint Concrete Mounting Kits. (CT4001-CCM) • Four (4) ChargePoint Power Management Kits. (CT4000-PMGMT) • One (1) Year Pre -Paid Commercial Network Service Plan (per port): designed for employers, businesses and the government. The service plan support is directly through ChargePoint, Inc and includes 24/7/365 driver support, access control, general reporting, OTA upgrades, payment processing, flexible pricing policies, reservations and more. (CPCLD-COMMERCIAL=1) • Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio groups, custom groups, connections, access control, visibility control, pricing, reports and alerts. One-time initial seryice per station. (CPSUPPORT-ACTIVE) • One (1) year of CT4000 Assure coverage included in the purchase per unit. (&4000 -ASSURE) • Additional four (4) year package of CT4000 Assure coverage included (Billed Yearly). This package includes 50% discount on $349.00 cost of Activation per unit. (CT4000-ASSURE4-COMMIT) • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. (CPSUPPORT-SITEVALI D) CHARGING UNIT BREAKDOWN Eauloment (CT40001 Unit Price Quantity Total Gateway $280.00 8 $2,240.00 CT4D21-GW1 $7,210.00 2 $14,420.00 WD Discount 20% 2 -$2,884.00 Non -Gateway $3,b28.00 4 Paid Annually CT4021 $6,695.00 2 $13,390.00 WD Discount 20% 2 -$2,678.00 Miscellaneous CT4001-CCM $95.00 4 $380.00 CT4000-PMGMT $50.00 4 "$200.00 Product Services (CT4000 CPSUPPORT-SITEVALID $C(� 1 $0.00 CPCLD-COMMERICAL-1 $280.00 8 $2,240.00 CPSUPPORT-ACTIVE $349.00 4 $700.00 CT4000-ASSURE $0.00 4 $0.00 CT4000-ASSURE4-COMMIT $3,b28.00 4 Paid Annually over 4,yrs. Tax & S/H: $2,961.00 EVCS Unit(s) & Servlce(s) Total Price: $28,729.00 -11- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Date: January 17, 2018 75A-28 VOLTAIC ......... Project Ht73-727.4 City Hall — Civic Center Location: 20 Civic Center Plaza Santa Ana, CA 92701 N1PA k: 051017 -CPI CHARGING UNIT MOUNTING TYPE(S): WALL TOTAL N OF PARKING FOR EV: Two (2) Price Breakdown: Electrical/Construction, Labor and Material $18,201.00 EVCS Unit(s) and Service(s) $6,794.00 Total Price: $24,995.00 (tax included) Electrical/Construction. Labor and Material Includes: Proposal consists of project management and site planning, engineering and designing for any necessary permit acquisitions. o Permit acquisitions also include the plan checking, and inspection processes (not including actual plan check fee, -permitting and/or ins ection fees) as requirre'dby the authonles fiavTng- -- jurisdiction. Perform Site Validation survey (SVS) as required by ChargePoint, Inc. priorto activation of units. SVS fee to ChargePoint, Inc. discounted when using ChargePoint, Inc. Certified Installers. o Standard electrical power consistency evaluation: circuit breaker and electrical panel evaluation. o Cellular network communications test: test for consistency of cellular signal strength. o. Charging station evaluation: consistent voltage, amperage, ground, network communication. ELECTRICAL EQUIPMENT UPGRADE Supply and installation of new 75kVA transformer to provide adequate power and proper voltage rating fo"r a new electrical panel. o New 125A circuit breaker to provide overcurrent protection to transformer. New conductors in new EMT sized per NEC requirements. o Installation of grounding system for transformer per NEC requirements. Supply and installation of new 200A electrical panel for EV charging units. Materials and installation to meet NEC, building department requirements, and if enforced, by building department. CHARGING UNIT INSTALLATION e Installation and commissioning of one (1) charging unit to meet NEC requirements • Supply and installation of two (2) 40A circuit breakers for EVCS overcurrent protection. -12- Video Voice Data Communications I Voltaic DiV6ion 1 12631 Pala Drive, Garden Grove, CA 92841 .Print Date: January 17,201-9 75A-29 �OLTA IC I... V.C[ Mu c....w —... Project #:73-727.4 o Utilization of new electrical panel to supply two (2) 3 D circuits to new charging unit. o From the electrical panel(s) to new charging stations, the new electrical conductors: #8 and #10 ground wires. PROVISIONS FOR FUTURE GROWTH • New electrical equipment will support up to six (6) additional charging ports for future use. .PARKING MODIFICATIONS • Stenciling/marking "EV CHARGING ONLY" for two (2) EV parking spaces. • Supply and mounting of two (2) EV parking signs on existing wall surface. RELATED CONSTRUCTION WORK • Core drilling. • GPRscanning for core diil]. t Placement of EMT, approximately+40'. INmALS DATE -13- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Date: January 17, 2018 75A-30 VZ®LTAIC Project #:73-727.4 EV Charging Unit/Station Orders: • One (1) ChargePoint dual -port, wall -mounted Gateway charging unit. (CT4023-GW1) • One (1) Year Pre -Paid Commercial Network Service Plan (per port): designed for employers, businesses and the government. The service plan support is directly through ChargePoint, Inc and includes 24/7/365 driver support, access control, general reporting, OTA upgrades, payment processing, flexible pricing policies, reservations and more. (CPCLD-COMMERCIAL-1) .• Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio groups, custom groups, connections, access' control, visibility control, pricing, reports and alerts. One-time Initial service per station. (CPSUPPORT-ACTIVE) • One (1) year of CT4000 Assure coverage included in the purchase per unit. (CT4000-ASSURE) • Additional four (4) year package of CT4000 Assure coverage Included (Billed Yearly). This package includes 50% discount on $349.00 cost of Activation per unit. (CT4000-ASSURE4-COMMIT) • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. CHARGING UNIT BREAKDOWN Equipment (CT4000) Gateway CT4023-G W 1 WD Discount Product Services ICT4000 CPSUPPORT-SITEVALID CPCLD-COMMERICAL-1 CPSUPPORT-ACTIVE CT4000-ASSURE CT4000-ASSURE4-COMMIT (CPSU P PO RT-SITEVALI D) Unit Price Quantity Total $6,705.00 1 $6,705.00 20% 1 -$1,341.00 $599.00 1 $0.00 $290.60 2 $560.00 $349.00 1 $175.00 $0.00 1 $0.00 $3,028.00- 1 Paid Annually over 4 yrs. Tax & S/H: EVCS Unit(s) & Service(s) Total Price: $695.00 $6,794.00 .24 - Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 print Date:. January v, 2013 75A-31 VOLTAIC Project #:73-727.4 Santa Ana Zoo Location: 1801 East Chestnut Avenue Santa Ana,,CA 92701 NJPA #: 051017 -CPI CHARGING UNIT MOUNTING TYPEIS): BOLLARD TOTAL# OF PARKING FOR EV: TWO (2) Price Breakdown: Electrical/Construction, Labor and Material $17,295.00 EVCS Unit(s) and Service(s) $7,355.00 Total Price; $24,650.00 (tax included) Electrical/Construction. Labor and Material Includes: • Proposal consists of project management and site planning, engineering and designing for any necessary permit acquisitions. o Permit acquisitions also include the plan checking, and inspection processes (not including actual plan check fee, permitting and/or inspection fees) as required by the authorities having jurisdiction. • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. priorto activation of units. SVS fee to ChargePoint, Inc. discounted when using ChargePoint, Inc. Certified Installers. o Standard electrical power consistency evaluation: circuit breaker and electrical panel evaluation. o Cellular network communications test: test for consistency of cellular signal strength. o Charging station evaluation: consistent voltage, amperage, ground, network communication. ELECTRICAL EQUIPMENT UPGRADE Supply and installation of new 125A electrical panel for EV charging units. Materials and installation to meet NEC, building department requirements, and if enforced, by building department. o Concrete. structural work for new electrical panel to be located outdoors. CHARGING UNIT INSTALLATION Installation and commissioning of one (1) charging unit to meet NEC requirements Supply and installation of two (2) 40A circuit breakers for EVCS overcurrent protection. o Utilization of new electrical panel to supply two (2) 30A circuits to new charging unit. o From the electrical panel(s) to new charging stations, the new electrical conductors: #8 and #10 ground wires. -15- Video Voice Da[a Communications (Voltaic Division 112651 Pala Drive, Garden Grove, CA 92841 Pdnt nate: January ti, 2018 75A-32 VOLTAIC Project 4:73727.4 PROVISIONS FOR FUTURE GROWTH • New electrical equipment will support up to three (3) additional charging ports forfuture use. PARKING MODIFICATIONS • Supply and mounting of two (2) bollards with new concrete pad for station protection. • Stenciling/marking "EV CHARGING ONLY" for two (2) EV parking spaces. • Supply and mounting of two (2) concrete Incased sign pasts with EV parking signs. RELATED CONSTRUCTION WORK • Core drilling. • Trenching and/or'pneumatic boring, approximately+100' • Placement of EMT, approximately+10'. • Concrete work for EV structural pad. • Concrete work and 'strut for new electrical panel located outdoors. 7NITIAtT DATE -16- Video Voice Data Communications I Voltaic Division 1 12681 Pala Drive, Garden Grove, CA 92841 Print Date: January 17, 2018 75A-33 VOLTAIC Project p:73-727.4 EV Charging Unit/Station Orders: • One (1) ChargePoint dual -port, bollard -mounted Gateway charging units. (CT4021-GW1) • One (1) ChargePoint concrete mounting kit. (CT4001-CCM) • One (1) Year Pre -Paid Commercial Network Service Pian (per port): designed for employers, businesses and the government. The service plan support is directly through ChargePoint, Inc and includes 24/7/365 driver support, access control, general reporting, OTA upgrades, payment processing, flexible pricing policies, reservations and more. (CPCLD-COMMERCIAL-1) • Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio groups, custom groups, connections, access control, visibility control, pricing, reports and alerts. One-time Initial service per station. (CPSUPPORT-ACTIVE) • One (1) year of CT4000 Assure coverage included in the purchase per unit. (CT4000-ASSURE) • Additional four (4) year package of CT4000 Assure coverage included (Billed Yearly). This package includes 50% discount on $349.00 cost of Activation per unit. (CT4000-ASSURE4-COMMIT) • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. ( CPS U PPO RT-SITEVALI D) .CHARGING UNIT BREAKDOWN Equipment (CT40001 Unit Price Quantity Total Gateway $560.00 CPSUPPORT-ACTIVE $349.00 1 CT4021-GW1 $7,210.00 1 $7,210.00 WD Discount 20% 1 -$1,442.00 Miscellaneous over 4 yrs. Tax & S/H: CT4001-CCM $95.00 1 $95.00 Product Services WI`4060 CPSUPPORT-SITEVALID rc� 1 $0.00 CPCLD-COMMERICAL-1 $280.00 2 $560.00 CPSUPPORT-ACTIVE $349.00 1 $175.00 CT4000-ASSURE $0.00 1 $0.00 CT4000-ASSURE4-COMMIT $3,028.00 1 Paid Annually over 4 yrs. Tax & S/H: $757.00 EVCS Unit(s) & Service(s) Total Price: $7,355.00 -17- Video Voice Data Communications I Voltaic Division 1 12681 Pala Drive, Garden Grove, CA 92841 Print Date: January 17, 2018 75A-34 �V®LTAIC Neco Vwce p.r�Cwvuu alam or Third & Bush Parking Lot Location: 201 East 3rd Street Santa Ana, CA 92701 N1PA #: 051017 -CPI CHARGING UNrr MoNNnNG TYPE(Q1 BoNARD TOTAL # OF PARKING FOR EV: Two (2) Price Breakdown: Electrical/Construction, Labor and Material EVCS Unit(s) and Service(s) Total Price: Electrical/Construction. Labor and Material Includes: $19,879.00 $7,355.00 $27,234.00 (tax included) Project #:73-727.4 Proposal consists of project management and site planning, engineering and designing for any necessary permit acquisitions. o Permit acquisitions also include the plan checking, and inspection processes (not including actual plan check fee, permitting and/or inspection fees) as required by the authorities having jurisdiction. o Application for upgrading existing service to be completed by customer. Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. SVS fee to ChargePoint, Inc. discounted when using ChargePoint, Inc. Certified Installers. o Standard electrical power consistency evaluation: circuit breaker and electrical panel evaluation. o Cellular network communications test: test for consistency of cellular signal strength. o Charging station evaluation: consistent voltage, amperage, ground, network communication. ELECTRICAL EQUIPMENT UPGRADE Removing existing electrical meter and electrical panel to be replaced with higher rated amperage. o Replacement of existing 100A panel with 200A panel and associated circuit breakers. o Existing panel has spaces, but is not able'to carry the two additional 30A circuits for EV charging. o Coordination with SCE for service upgrade. Supply and install new meter socket panel combo rated at 200A. Materials and installation to meet NEC, building department requirements, and if enforced, by building department. CHARGING UNIT INSTALLATION • Installation and commissioning of one (1) charging unit to meet NEC requirements. • Supply and installation of two (2) 40A circuit breakers for EVCS overcurrent protection. 0 Utilization of upgrade electrical panel to supply two (2) 30A circuits to new charging unit. -1P- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Date: January 17,201-8 75A-35 Project #:73-727.4 o From the electrical panel(s) to new charging station, the new electrical conductors: #8 and #10 ground wires. • Forming and pouring of concrete pad of dimensions per manufacturers specifications for charging unit structural support. PROVISIONS FOR FUTURE GROWTH + None. PARKING MODIFICATIONS • Supply and mounting of two (2) concrete -incased sign posts with EV parking signage. • Stenciling/marking "EV CHARGING ONLY" for two (2) EV parking spaces. RELATED CONSTRUCTION WORK • Trenching and/or pneumatic boring, approximately+45' • Concrete (demolition and repair) • Concrete X-ray imaging services INITIALS DATE •19- ; Video Voice Data Communications I Voltaic Division 112681, Pala Drive, Garden Grove, CA 92541 a Prim Date; lanuaq 17,2078 75A-36 VVOLTAIC Project N:73-727.4 EV Charging Unit/Station Orders: • One (1) ChargePoint dual -port, bollard -mounted Gateway charging unit. (CT4021-GW1) • One (1) ChargePoint bollard concrete mounting kit. (CT4001-CCM) • One (1) Year Pre -Paid Commercial Network Service Plan (per port): designed for employers, businesses and the government. The service plan support is directly through, ChargePoint, Inc and includes 24/7/365 driver support, access control, general reporting, OTA upgrades, payment processing, flexible pricing policies, reservations and more. (CPCLD-COMMERCIAL-1) • Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio groups, custom groups, connections, access control, visibility control, pricing, reports and alerts. One-time initial service per station. (CPSUPPORT-ACTIVE) • One(1) year of Ci4000 Assure coverage; included in the purchase per unit. (Ci4000-ASSURE) • Additional four (4) year package of CT4000 Assure coverage included (Billed Yearly). This package includes 50% discount on $3.49.00 cost,of Activation per unit. (CT4000-ASSURE4-COMMIT) • Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. (CPSUPPORT-SITEVAU D) CHARGING UNIT BREAKDOWN Equipment (Cr40001 Unit Price Quantity Total Gateway $560.00 CPSLIPPORT-ACTIVE $349.00 1 CT4021-GW1 $7,210.00 1 $7,210.00 WD Discount 20% 1 -$1,442.00 Miscellaneous over 4 yrs. Tax & S/H: CT4001-CCM $95.00 1 $95.00 Product Services (Cr4000 CPSUPPORT-SITEVALID $C� 1 $0.00 CPCLD-COMMERICAL-1 $280.00 2 $560.00 CPSLIPPORT-ACTIVE $349.00 1 $175.00 C174000 -ASSURE $0.00 1 $0.00 Cr4000-ASSURE4-COMMIT $3,028.00 1 Paid Annually over 4 yrs. Tax & S/H: $757.00 EVCS Unit(s) & Service(s) Total Price: $7,355.00 -20- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove., CA 92841 Print Date: January 17, 2092 75A-37 �V7V I C Santa Ana Regional Transportation Center Location: 1000 Santa Ana Blvd Santa Ana, CA 92701 N1PA #: 051017-cPl CHARGING UNIT MOUNNNGTYPE(S)! BOLLARD TOTAL# OF PARKING FOR EV: Two (2) Price Breakdown: Electrical/Construction, Labor and Material $7,443.00 EVCS Uhit(s) and Service(s) $7,355.00 Total Price: $14,798.00 (tax included) Electrical/Construction. Labor and Material Includes: Project #:73-727.4 Perform Site Validation survey (SVS) as required by ChargePoint, Inc. prior to activation of units. SVS fee to ChargePoint, Inc. on when using ChargePoint, Inc. Certified Installers. o Standard electrical power consistency evaluation: circuit breaker and electrical panel evaluation. o Cellular network communications test: test for consistency of cellular signal strength. o Charging station evaluation: consistent voltage, amperage, ground, network communication. ELECTRICAL EQUIPMENT UPGRADE • None o Using existing house meter panel located outdoor. CHARGING UNIT INSTALLATION Installation and commissioning of one (1) charging unit to meet NEC requirements Use existing 40A circuit breaker for EVCS'overcurrent protection. o Utilization of existing electrical panel to supply 30A circuits to new charging unit. o From the electrical panel(s) to new charging stations, the new electrical conductors: #6 and #10 ground wires. PROVISIONS FOR FUTURE GROWTH • None. -21- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print bate: January 17, 2018 75A-38 A/kOLTAIC :.,...n, . Project #:73-727.4 PARKING MODIFICATION • Supply/marking "EV CHARGING ONLY" for two (2) EV parking spaces. • Supply and mounting of two (2) concrete incased signed posts with EV parking signs. RELATED CONSTRUCTION WORK Wire pull, approximately+200'. Concrete work (demolition and repair) for EV structural pad. INITIALS DATE -22- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Date! January 17, 2018 75A-39 VeLTA IC Noeo Vuev Ou�Co nux¢mox� Project 1:73-727,4 EV Charging Unit/Station Orders: • One (1) ChargePoint dual -port, bollard -mounted Gateway charging unit. (CT4021-GWI) • One (1) ChargePoint concrete mounting kit. (CT4001-CCM) • One (1) Year Pre -Paid Commercial Network Service Plan (per port): designed for employers, businesses and the government. The service plan support is directly through ChargePoint, Inc and includes 24/7/365 driver support, access control, general reporting, OTA upgrades, payment processing, flexible pricing policies, reservations and more. (CPCLD-COMMERCIAL-1) • Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio groups, custom groups, connections, access control, visibility control, pricing, reports and alerts.. One-time initial service per station. (CPSUPPORT-ACTIVE) • One (1) year of CT4000 Assure coverage included in the purchase per unit. (CT4000-ASSURE) • Additional four (4) year package of CT4000 Assure coverage included (Billed Yearly). This package includes 50% discount on $349.00 cost of Activation per unit. (CT4000-ASSURE4-COMMIT) Perform Site Validation survey (SVS) as required by ChargePoint, Inc. priorto activation of units. (CPSU PPORT-SITEVALID) CHARGING UNIT BREAKDOWN Equipment (CT4000) Unit Price Quantity Total Gateway $560.00 CPSUPPORT-ACTIVE $349.00 1 CT4021-GW1 $7,210.00 1 $7,210.00 VVD Discount 20% 1 -$1,442.00 Miscellaneous over 4 yrs. Tax & S/H: CT4001-CCM $95.00 1 $95.00 Product Services (CT4000 CPSUPPORT-SITEVALID $599;oo 1 $0.00 CPCLD-COMMERICAL-1 $280.00 2 $560.00 CPSUPPORT-ACTIVE $349.00 1 $175.00 CT4000-AS5URE $0.00 1 $0.00 CT4000-ASSURE4-COMMIT $3,028.00 1 Paid Annually over 4 yrs. Tax & S/H: $757.00 EVCS Unit(s) & Service(s) Total Price: $7,355.00 For exclusions and clarification to this project, see next page. -23- Video VoiceDataCommunications I Voltaic Division 1 12681 Pala Drive, Garden Grove, CA 92841 �.p}int Date: anuary 17, 2018 75A-40 V®LTA IC Project #:73-727.4 Excludes: • Pian check fees (if applicable) permitting fees, and/or any required inspection fees required to conduct the scope of work. Related fees may be paid for by contractor in advance to avoid delay of project, but shall be at the expense of the owner or shall be reimbursable by the owner. • Application/Registration for new utilities or other services. • Conduit encasement for signal (low voltage) wiring. e Any additional (outside the scope of work) circuit breaker installations or upgrades as required per NEC or manufacturers specifications. • Custom framing, bracketing, strut, or other supporting accessories not supplied by manufacturer fabricated to install wall -mounted charging units on a non -typical structure. • Notification to tenants or any affected parties of construction and/or power shutdown requirements. • The supply or installation of any equipment protection such as bollards, wheel stops, etc. • Site modifications such as ramping and accessibility path of travel for ADA standards. INITIALS 7ATE Clarification: • No pricing is included for existing conditions/obstructions not evident prohibiting the completion as specified. • This proposal is based on work being performed during normal business hours 7am-5pm Monday to Friday, 8 -hours days, and/or a mutually agreeable schedule. Overtime and abnormal business hours is not considered. • All conduit work is unfinished unless specified otherwise. • A cellular signal booster/repeater may be required for reliable communication with charging stations. During the original site visit, professional test equipment is used to measure cellular signal levels and every effort to determine the need for signal booster equipment is made. However, even if signal booster equipment is not included with this quote, a need for signal booster possibly could arise in the future. Due to the nature of cellular networks, changes in carrier equipment and services, possible future interference, new construction or other environmental changes that may represent line of sight obstructions and affect cellular signal levels, a signal booster may be required after initial site walk and cellular signal measurements. Once the installation of charging station(s) has been completed, the functionality of the wireless network capabilities will be retested and verified to be within acceptable criteria established by the charging station manufacturer. If at that time or any time thereafter it is determined that signal booster equipment is required, a separate quote will be provided. • This proposal assumes that the integrity of all existing circuitry and electrical systems is intact, all circuits and electrical that are to remain are to code, and are operational. Any additional labor and material to fix or repair the previously mentioned will be billed on a time and material basis at $88.50/hr. + material. • Installation cost are based on prevailing wage requirements. INITIALS DATE -24- Video Voice Data Communications I VoltaiC Division 1 12681 Pala Drive, Garden Grove, CA 92841 Print Date: January 17, 2018 75A-41 _1 . LTA IC Project #-.73-727.4 NOTE1: The cost for this quotation is guaranteed for up to 30 days of the quotation date. We reserve the right to withdraw from this proposal at anytime. Any cancellations or terminations to this agreement maybe settled upon costs and other related expenses already incurred towards this agreement. NOTE2: Payment Terms: Upon execution of agreement we will beinvoicing for the total cost of charging station orders (if any) and a deposit amount of 15r of the cost,of constructionrinstallation (labor and. materials, combined) of which payments are due as commencement of the project or otherwise negotiated. The remaining balance will be invoiced upon final inspections from all relative authorities having jurisdiction and activation of charging stations. Non -deposit payments, and remaining -balance payment terms are net -thirty (30) days. A purchase order will be immediately sent to the manufacturer for delivery of any charging hardware, but may take 7 to 10 business days to arrive to the desired shipping address. Any cancelations or changes to executed orders will result In a 28Y restocking and processing fee and additional shipping charges by the manufacturer at the customer's expense. Shipping and handling charges are nonrefundable. INITIALS DATE CUSTOMERSIGNATURE OF APPROVAL NAME(PRINT) DESIRED CHARGING UNIT SHIPPING ADDRESS: (Please select one) DATE ❑ Please ship to on-site location (indicated above). ❑ Please ship to the nearest WD (Video Voice Data Communications) I Voltaic Division warehouse at no additional cost for storage. ❑ Other. OTHER DESIRED SHIPPING ADDRESS (PLEASE PRINT) ATTENTIONTO Written by: Brian Sung 1714-206-1048 1 brian.sung@vvdcomm.net I Certified ChargePaint O&M Partner #86827905/#23161367 -25- Video Voice Data Communications I Voltaic Division 112681 Pala Drive, Garden Grove, CA 92841 Print Date: January 17, 2018 75A-42 E L&EL3CNAAGING Vl GTATLONLOCATION 1 I CITY OF SANTA ANA EVCS: VICINITY MAP A N NOTTOSCALE CITY OF SANTA ANA EVCS 09/11/17 LOCATION: Ito �� LTA I C VIDEO VOICE DATA COMMUNuTIONS SEE SITE MAP VOLTAIC DN4I0N DIVISION IM1 PAIR DAM, WWGUI GROVE. CA9:841 75A-43 • aul,. z ice? Ufa The Taco l ,So.tal Q N Oj 1 7' �yGeneal R i• W Ott .j �4r k _ 114 ai. �j 1ji'l F r z SfDals i,i,sx_t.? nge tYou�nty r Santa Ana Public LI ar U or Court Central._ f WY { { .£ j t • +*art � P 'ft _ r�l+•6[� i 4,. • x n r 1 P � { N � e 4 ?Y.FA ��'- ROSS,ANNEX.ffi �• ' p "i City Hall of Santa Ana`'i•-:.^N•a�,+•-aAt;-, H 9 ` D { V • y. • �� • k t ry • I�,i P Oran a County t , r • _ Y .,.A fit' + z public Law Library e "� 11 t �A _i ClV16tCE T �" Ee •�� 5. 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PRDIERNAME: DAIS CITY OF SANTA ANA EVCS 09/15/17 munON: SEE SITE MAP LTA I C vIDEO VDICEDRACOMMDNIG 0Y9 vouucomstory CIP4910N 4bd1 PAIA OANT, GARDEN GADVE, CA 91341 75A-50 EXHIBIT B CHARGEPOINT ASSURE TERMS AND CONDITIONS OF SERVICE 75A-51 CHARGEPOINT ASSURE TERMS AND CONDITIONS OF SERVICE Welcome to ChargePolnt Assure. ChargePoint Assure Is a full service maintenance and support program designed specifically for ChargePoint customers. 1. WHAT IS COVERED: With ChargePolnt Assure, ChargePolnt agrees to do each of the following: a. Ensure that all parts are provided and labor is performed, on-site H necessary, to correct any defect in the materials or workmanship of electric vehicle charging stations purchased from ChargePoint, Inc., or its representatives ("Charging Stations") In a prompt and professional manner. b. Provide remote, automated monitoring of your Charging Stations. c. Perform triage with respect to any Charging Station that may be defective. d. Coordinate all repairs necessary to have your Charging Station back up and running. e. Ensure that you are provided response no later than one business day from the date ChargePoint becomes aware of an Issue. f. Begin onsite repairs within one business day from the delivery of any parts required to fix your Charging Station. g. ChargePoint will provide software moves, adds and changes at no additional cost h. ChargePoint guarantees a 98% annual station uptime with a prorated refund of up to the annual station Assure maintenance fee for outages caused by station hardware or software failures in excess of 2% annually I. ChargePoint will provide standard monthly summary and quarterly detailed station usage and performance metrics. J. ChargePolnt will cover the labor portion of non -cosmetic station repairs caused by vandalism, auto accidents or excessive wear and tear. 2. WHAT IS NOT COVERED: ChargePoint undertakes no responsibility with respect to repairing, replacing, monitoring or servicing anything other than your Charging Stations. This means, for example, that ChargePoint is not responsible for the physical mounting and electrical wiring of your Charging Stations or for the performance of any cellular or WI -FI repeaters or other devices installed In connection with your Charging Stations. 3. CUSTOMER RESPONSIBILITIES: In order to perform Its obligations under ChargePoint Assure, ChargePoint needs your cooperation. Specifically, you agree to: a. Provide reasonable access to ChargePolnt or Its designee as necessary for the performance of ChargePolnt's obligations. b. Permit ChargePoint to access the Charging Stations remotely by maintaining a separately purchased Cloud Services subscription necessary for remote access. C. Maintain your premises in accordance with all applicable laws, rules and regulations. d. Keep the areas in which Charging Stations are located in a clean, safe and orderly condition, to at least the same standard as you customarily use to maintain the remainder of your premises. e. Promptly notify ChargePoint of any suspected defect with a Charging Station. 4. WHO IS ELIGIBLE FOR CHARGEPOINT ASSURE?: ChargePoint Assure Is only available to purchasers of Charging Stations who either: 1) use a ChargePolnt Operations and Maintenance Partner ('O&M Partner") to install their Charging Stations or 2) successfully complete a site validation as described below. a. ChargePolnt O&M Partner Installation. For information on how to contact a ChargePolnt O&M Partner, please contact your ChargePoint sales representative or authorized ChargePolnt reseller for more details. 70-0010124113 Ch319ePolnL Lee. 11692 DO Ave I Campbell, CA 96008-0901 USA 400.841.4500 or tolliree 877.370.3802 I Info@rhargepolnLcorn I a .chargepclmcoro Copoght 02015 ChargePalhd. Ina —A1 rights reserved. CHARGEPO W Is a U.S. regislarad trademark/servlce mark. All olhsr products or services mehljoned are the Vedemarl, , service marks, registered trademarks or registered servke maks of (hair asleeclive owners. 75A-52 -tchargepoh* b. Site Validation: If you do not use an 0&M Partner to Install your Charging Station, you still will be eligible for ChargePolnt Assure after your installation has been validated by ChargePolnt or an authorized third party. The purpose of the site validation Is to ensure that your Charging Stations were Installed correctly, in accordance with ChargePoint's recommended specifications and operational requirements. Site validations require the payment of ChargePolnt's then current fee, charged on a "per site" basis. For these purposes, a "site" is defined as any group of Charging Stations whose circuits are terminated at the same power panel. 5. EXCLUSIONS FROM COVERAGE: ChargePoint's obligations under ChargePolnt Assure shall not apply to defects or service repairs resulting from the following: a. Cosmetic damage such as scratches and dents. b. Normal aging. C. Except as provided In 10) above, abuse, vandalism, damage or other problems caused by accidents or negligence (Including but not limited to physical damage from being struck by a vehicle), or use of the Charging Station in a way other than as specified In the applicable Charge Point documentation. d. Installation, alteration, modif cation or relocation of the Charging Station that was not approved In writing by ChargePolnt, performed by an O&M Partner or validated In the manner described above. e. Use of the Charging Station with software, Interfacing, parts or supplies not supplied by ChargePolnt. f. Damage as a result of extreme power surge, extreme electromagnetic field or any other acts of nature. In addition ChargePoint's obligations under ChargePolnt Assure shall not apply to any Charging Station that was not Installed by a ChargePoint O&M Partner or a ChargePolnt certified Installer pursuant to the provisions of Section 4 of these Terms and Conditions. 6. CONTACT INFORMATION: If at any time turning the tern of your coverage of ChargePolnt Assure you believe you have a defective Charging Station, contact Customer Service at 1-877-850-4562 or sunoortnc.charoeooint.com. 7. SERVICE TERM: If you comply with the Installation requirements described in Section 4, you will receive, at no -cost, ChargePolnt Assure coverage that will replace your standard ChargePoint Warranty and will last for the remainder of the standard Warranty period, If any. You may purchase extensions to your ChargePoint Assure coverage. The extension period will begin on the dale your standard Exchange Warranty expires or, If applicable, the date that any extensions to ChargePoint Assure coverage that you have previously purchased expire. Please contact your ChargePolnt sales representative or authorized ChargePolnt reseller for more details. B. PAYMENTS: ChargePoint will send you an Invoice for any extended ChargePoint Assure coverage that you order. Payment Is due within thirty (30) days of the invoice date. If you have purchased extended ChargePoint Assure and have chosen the annual payment option, ChargePoint will invoice each annual payment on the anniversary date of your Assure coverage. All payments shall be made In U.S. Dollars and may be made by check, wire transfer, ACH payment system or other means approved by ChargePoint. Customer may not offset any amounts due to ChargePolnt hereunder against amounts due to Customer under this Agreement or any other agreement. Fees payable to ChargePoint do not Include any Taxes, and Subscriber is responsible for any and all such Taxes. All payment obligations under this Agreement are noncancelable and non-refundable. Late payments shall be subject to a charge equal to the lesser of (t) one and one-half percent (1.5%) per month or (II) the maximum rate permitted by law. Customer will reimburse ChargePoint for afforneys' tees and other expenses reasonably incurred by ChargePolnt In the collection of any late payments. If any amount owing by you under this Agreement is more than thirty (30) days overdue, ChargePoint may, without otherwise limiting ChargePoint's rights or remedies, (a) terminate this Agreement and (b) refuse to provide ChargePoint Assure coverage until ChargePolnt has received payment in full. 9. TRANSFERS: Your ChargePolnt Assure coverage applies only to the Charging Stations and Installation site for which it was purchased. If you sell or otherwise transfer your Charging Stations, your ChargePolnt Assure coverage may not be transferred without ChargePolnt's prior written consent. 70401012-01-3 ChargePdnL Inc. 11602 Dell Ave I Campbell, CA 9500MOOl USA 406.861.4500 a Ior4rea 877370.380211nfo®chargepa1nLcom I w .chargepdntcan Copydghtc02015 ChomoPoN4 I=—A5 rights resorvod. CWGEPOINr is a U.S. registered badamark/servlco mark. M aUa proEeUs or services mentioned ere M tmdemaks, eeMce marks, regiate,ed vademarks or laglstered service maks of theirmawec s«mars. 75A-53 -chargepoin+ 10. REPLACEMENT PARTS AND STATIONS: Replacement parts or charging stations provided by ChargePoint under ChargePoint Assure may be remanufactured or reconditioned parts or Charging Stations or, If the exact Charging Statlon Is no longer manufactured by ChargePoint, a Charging Station with substantially similar functionality. All replaced parts and Charging Stations, whether under warranty or not, become the property of ChargePoint. Any replacement parts or Charging Stations so fumished will be covered by ChargePclnt Assure for the remainder of your ChargePoint Assure coverage or ninety (00) days from the date of delivery of such replacement parts or Charging Stations, whichever is later. 11. LIMITS ON LIABILITY: This section limits ChargePolnt's liability under ChargePoint Assure. Please read it carefully. a. CHARGEPOINT IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS, LOST DATA, LOSS OF USE, OR COST OF COVER INCURRED BY YOU ARISING OUT OF OR RELATED TO YOUR PURCHASE OR USE OF, OR INABILITY TO USE, THE CHARGING STATION, UNDER ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF CHARGEPOINT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE CUMULATIVE LIABILITY OF CHARGEPOINT FOR ALL CLAIMS WHATSOEVER RELATED TO PERFORMANCE BY CHARGEPOINT OF ITS OBLIGATIONS UNDER CHARGEPOINT ASSURE WILL NOT EXCEED THE PRICE YOU PAID FOR CHARGEPOINT ASSURE. THE LIMITATIONS SET FORTH HEREIN ARE INTENDED TO LIMIT THE LIABILITY OF CHARGEPOINT AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. b. Some states or jurlsdictions do not allow the exclusion or limitation of Incidental or consequential damages, so the above limitation or exclusion may not apply to you. 12. ARBITRATION: These ChargePoint Assure Terms and Conditions of Service are to be construed according to the laws of the State of California, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods and any conflict of law provisions that would require application of another choice of law. Any dispute arising from or relating to these ChargePoint Assure Terms and Conditions of Service shall be arbitrated in Santa Clara, California. The arbitration shall be administered by JAMS in accordance with Its Comprehensive Arbitration Rules and Procedures, and judgment on any award may be entered In any court of competent jurisdiction. If the parties agree, a mediator may be consulted prior to arbitration. All claims shall be brought in the parties' Individual capacities, and not as a plaintiff or class member In any purported class or representative proceeding. 13. AMENDMENT OR MOFICIATION: These ChargePoint Assure Terms and Conditions of Service may not be amended or modified except pursuant to a writing executed by each of the parties, 14. WAIVER: The failure of either Party at any time to enforce any provision of this Agreement shall not be construed to be a waiver of the right of such Party to thereafter enforce that provision or any other provision or right. 15. FORCE MAJEURE: ChargePoint will not be liable for failure to perform any of Its obligations hereunder due to causes beyond Its reasonable control and occurring without its fault or negligence, Including but not limited to fire, Flood, earthquake or other natural disaster (Irrespective of ChargePoint's condition of any preparedness therefore); war, embargo; dot; strike; labor action; any lawful order, decree, or other directive of any government authority that prohibits ChargePoint from performing its obligations under this Agreement; material shortages; shortage of transport; and fallures of suppliers to deliver material or components in accordance with the terms of their contracts. 16. 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 simllar authority, to be Invalid or unenforceable, the remainder of this Agreement, or the application 70-00101MIi ChargePolm, Inc. 11642 Dell Ave I Campbell, CA 98008-0001 USA 40a.ai1.4500 or to04ree 87].370.38021 Info@chargercclnt.com I t~chargepoinl.cOm Copyrlght02016Charglcotnt.Ina—AB rights reserved. CHARGEPOINT is a US. registered tretlemark/seMca mark. All other products or6erv10e5 menifoned are the trademarks, service masks, reglsfered trademarks or reglmered send0e marks of their mapeclive ovmers. 75A-54 -chargepoin* 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. 17. ASSIGNMENT. You may not assign any of Its rights or obllgatlons hereunder, whether by operation of law or otherwise, without the prior written consent of ChargePoint. In the event of any purported assignment In breach of this Section 17, ChargePoint shall be entitled, at Its sole discretion, to terminate these ChargePoint Assure Terms and Conditions of Service by providing written notice to you. Subject to the foregoing, this Agreement shall bind and Inure to the benefit of the parties, their respective successors and permitted assigns. ChargePoint may assign Its rights and obligations under 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, negotlatfons, commitments, understandings, representations and writings. To the extent of any conflict or Inconsistency between these ChargePoint Assure Terms and Conditions of Service and any purchase order, the Agreement shall prevail. 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. 70-001012-01-3 CNrgePolnl, [no. 11892 Dell Ave I Campbell, CA 95008-0901 USA 408.8414500 or bllhee 877.370.380211nfo®chorgepolntcom IsvwmchamepelnLcom Col 02015 Cborgelsoint me— NI 6014, reserved. CFWiGEPOINr Is a U.S. registered Irsdereo!W NII mark. NI oMe, products or soMces mentoneiere roe trademarks, source marks, repstered trodemars or re9lstered service madrs of met respective my om 75A-55 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective this endorsement form as a part of Policy # Issued to Named Insured Countersigned by Authorized Representative 75A-56 CHARGEPOINT® MASTER SERVICES AND SUBSCRIPTION AGREEMENT IMPORTANT: THIS MASTER SERVICES AND SUBSCRIPTION AGREEMENT IS A 'LEGAL AGREEMENT BETWEEN YOU OR THE CORPORATION, PARTNERSHIP OR OTHER LEGAL ENTITY YOU REPRESENT ("SUBSCRIBER") AND CHARGEPOINT, INC., A DELAWARE CORPORATION ("CPI"). PLEASE READ IT CAREFULLY. BY USING ANY OF THE CHARGEPOINT SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, DO NOT USE ANY CHARGEPOINT SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION, PARTNERSHIP OR, OTHER LEGAL ENTITY, THAT ENTITY REPRESENTS THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, YOU MAY NOT ENTER INTO THIS AGREEMENT AND SUCH ENTITY MAY NOT USE THE CHARGEPOINT SERVICES. 1. AGREEMENT. 1.1 SCOPE OF AGREEMENT. This Agreement governs the following activities: any; (a) Provisioning of Subscriber's Charging Station(s),,if any, on ChargePoint; (b) Activation and use of the ChargePoint Services on Subscriber's Charging Station(s), if (c) Subscriber's use of the APIs as part of the ChargePoint Services; (d) Each grant of Rights by Subscriber; and (e) Each grant of Rights by a third party to Subscriber. 1.2 EXHIBITS AND PRIVACY POLICY. This Agreement includes the CPI Privacy Policyas amended from time to time, and the following Exhibits, Which are made_ a part of, and are hereby incorporated into, this Agreement by reference. Exhibit 1: Flex Billing Terms Exhibit 2: API Terms Exhibit 3: Terms Regarding'Granting and Receipt of Rights In the event of any conflict between the terms of this Agreement on the one hand, and the Privacy in any Exhibit or the Privacy Policy shall have the same meaning as in this Agreement. 2. DEFINITIONS. The following terms shall have the definitions set forth below when used d_ in this Agreement: 2.1 "AAR/late" means any entity which directly 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. 2.2 "APIs" rneans,.individually or collectively, the application programming interfaces which are made available to Subscriber from time to time, as and when updated by CPI. 2.3 "ChargePoint Connections" shall have the meaning ascribed to it in'the applicable data sheet. The term ChargePoint Connections shall also mean any successor service provided by CPI. 76x§ 2.4 "ChargePoint®" means the open -platform network of electric vehicle charging stations and the vehicle charging applications the network delivers, that Is operated and maintained by CPI (as defined below) in order to provide various services to, among others, Subscriber and its employees. 2.5 "ChargePoint Services" means, collectively, the various cloud services offerings (including, without limitation, APIs and application service plans) made available for subscription by CPI. 2.6 "ChargePolntApplicatlon" means any of the applications established and maintained by CPI which will allow Subscriber to access ChargePoint Services. 2.7 "Charging Station" means the electric vehicle charging station(s) purchased by Subscriber, whether manufactured by CPI or by a CPI authorized entity, which are registered and activated on ChargePoint. 2.8 "Content" means all data collected or maintained by CPI in connection with the operation of ChargePoint. 2.9 "CPI Marks" means the various trademarks, service marks, trade names, logos, domain names, and other distinctive brand features and designations used in connection with ChargePoint and/or CPI manufactured Charging Stations, including without limitation, ChargePoint. 2.10 "CPlProperW means (i) ChargePoint, (ii) the Charge Point Services (including all Content), (til) all data generated or collected by CPI in connection with the operation of ChargePoint and ChargePoint Services, (iv) the CPI Marks, (v) the ChargePoint Cards, and (vi) all other CPI -supplied material developed or provided by CPI for Subscriber use in connection with the ChargePoint Services. 2.11 "Documentation" means written information (whether contained in user or technical manuals, product materials, specifications or otherwise) pertaining to ChargePoint Services and/or ChargePoint and made available from time to time by CPI to Subscriber in any manner (including on-line). 2.12 "Effective Date" means the earlier of (a) the date that Subscriber electronically accepts this Agreement, or (b) the date of Subscriber's first use of the ChargePoint Services. 2.13 "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. 2.14 "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. 2.15 "Party" means each of CPI and Subscriber. 2.16 "P11" means personally identifiable Information regarding Subscriber or a User (e.g., name, address, email address, phone number or credit card number) that can be used to uniquely identify, contact or locate Subscriber or such User. 2.17 "Provisioning" means activating Charging Stations, warrantees and Service Plans on ChargePoint 2.18 "Rights" means the rights, authorizations, privileges, actions, Information and settings within the ChargePoint Services which a Rights Grantor grants to an Rights Grantee, to enable such Rights Grantee to access, obtain and use certain portions of the ChargePoint Services and certain Information available therein in the course of providing services to or on behalf of such Rights Grantor in connection Page 2 of 18 75A-58 with one or more of the Rights Grantor's Charging Stations. A Rights Grantor shall be deemed to have granted Rights to the entity that will be responsible for creating Subscriber's account and Provisioning Subscriber's Charging Stations. Such deemed grant may be terminated by Subscriber at any time, 2.19 "ServicePlan(s)"means subscription plans to the Charge Point Services which are offered and sold by CPI from time to time, which vary according to their features, privileges and pricing. 2.20 "Subscriber" means the City of Santa Ana, 2.21 "Subscriber Content and Services" means any content and/or services that a Subscriber provides or makes available to Users and/or the general public in connection with the ChargePoint Services, other than Content, ChargePoint Services and CPI Property. 2.22 "Subscriber Marks" means the various trademarks, service marks, trade names, logos, domain names, and other distinctive brand features and designations used by Subscriber in connection with its business and/or Charging Stations. 2.23 "Subscriptlon Fees" means the fees payable by Subscriber for subscribing to any ChargePoint Services. 2.24 'Taxes" shall mean all present and future taxes, imposts, levies, assessments, duties or charges of whatsoever nature Including without limitation any withholding taxes, sales taxes, use taxes, service taxes, value added or similar taxes at the rate applicable for the time being imposed by any national or local government, taxing authority, regulatory agency or other entity together with any penalty payable In connection with any failure to pay or any delay in paying any of the same and any Interest thereon. 2.25 'Token(s)" means the serialized proof of purchase of a Service Plan that is used by CPI In connection with enabling Services and/or provisioning Charging Stations. 2.26 "User" means any person using a Charging Station. 3. AVAILABLE CHARGEPOINT SERVICES & SERVICE PLANS, AdescriptionofthevariousChargePoint Services and Service Plans currently available for subscription is located on the CPI website. CPI may make other ChargePoint Services and/or Service Plans available from time to time, and may amend the features or benefits offered with respect to any ChargePoint Service or Service Plan at any time and from time to time. Subscription Fees are based on Subscriber's choice of Service Plan and not on actual usage of the Subscription. 4�CPI'S-RESPONSIBIL-ITIES-AND-AGREEMEN-TSS-------------- 4.1 OPERATION OF CHARGEPOINT. CPI agrees to provide and shall be solely responsible for: (i) provisioning and operating, maintaining, administering and supporting ChargePoint and related infrastructure (other than Subscriber's Charging Stations and infrastructure for transmitting data from Charging Stations to any ChargePoint operations center); (ii) provisioning and operating, maintaining, administering and supporting the ChargePoint Applications; and (iii) operating ChargePoint in compliance with all applicable laws. CPI will protect the confidentiality and security of PH in accordance with all applicable laws and regulations and the CPI Privacy Policy and acknowledges that it is responsible for the security of "cardholder data" (as that term is defined for purposes of the Payment Card Industry— Data Security Standards), if any, that CPI possesses, otherwise stores, processes or transmits on behalf of Subscriber or for any impact, if any, on the security of Subscriber's cardholder data environment. 4.2 LIMITATIONS ON RESPONSIBLITY. CPI shall not be responsible for, and makes no representation or warranty with respect to the following: (1) specific location(s) or number of Charging Stations now, or in the future, owned, operated and/or installed by persons otherthan Subscriber, or the Page 3 of 18 75A-59 total number of Charging Stations that comprise ChargePoint; (il) continuous availability of electrical service to any of Subscriber's Charging Stations; (lil) continuous availability of any wireless or cellular communications network or Internet service provider network necessary for the continued operation by CPI of ChargePoint; (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. 5. SUBSCRIBER'S RESPONSIBILITIES AND AGREEMENTS. 5.1 GENERAL. (a) All use of ChargePoint and ChargePoint Services by Subscriber, Its employees and agents and Its grantees of Rights shall comply with this Agreement and all of the rules, limitations and policies of CPI set forth In the Documentation. All ChargePoint Services account details, passwords, keys, etc. are granted to Subscriber solely for Subscriber's own use (and the use of its grantees of Rights), and Subscribershall keep all such items secure and confidential. Subscriber shall make best efforts to prevent any unauthorized access to or use of ChargePoint or ChargePoint Services via Subscriber's Charging Stations, ChargePoint Services account(s) or other equipment, Subscriber shall immediately notify CPI upon becoming aware of any such unauthorized use. (b) Subscriber shall be solely responsible for: (i) Provisioning of its Charging Stations, If any; (ii) keeping Subscriber's contact information, email address forthe receipt of notices hereunder, and billing address for invoices both accurate and up to date; (iii) updating on the applicable ChargePoint Application, within five (5) business days, the location to which any of Subscriber's Charging Stations are moved; (1v) the maintenance, service, repair and/or replacement of Subscriber's Charging Stations as needed, including informing CPI of the existence of any Charging Stations that are non -operational and not intended to be replaced or repaired by Subscriber; and (v) compliance with all applicable laws. (c) Subscriber shall deliver in full all benefits promised to Users by Subscriber in exchange for such Users connecting with Subscriber using ChargePoint Connections. 5.2 REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber represents and warrants to CPI that: (i) it has the power and authority to enter into and be bound by this Agreement and shall have the power and authority to install the Charging Stations and any other electrical vehicle charging products which are registered and activated on the ChargePoint Network); (il) the electrical usage to be consumed by Subscriber's 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-isaparty;antl-(iii)-it-ha n-otlnstalimd-mrattach-ed-aM-Will-MlMt-alloy attach 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. 5.3 CHARGEPOINT CARDS. Subscriber may be permitted by CPI, in CPI's sole discretion, to obtain CPI -provisioned radio-frequency identification cards ("ChargePoint Cards") which enable the individual card recipients to access and use ChargePoint. Subscriber may distribute such ChargePoint Cardsto individuals, and each individual ChargePoint Card recipient is responsible for activating his or her ChargePoint Card on ChargePoint directly with CPI on the CPI web site. In no event will Subscriber create any separate ChargePoint accounts for any ChargePoint Card recipients or other third parties, nor will Subscriber create anonymous ChargePoint accounts associated with any ChargePoint Card. 5.4 USE RESTRICTIONS AND LIMITATIONS. Subscriber shall not: (a) sell, resell, license, rent, lease or otherwise transfer the ChargePoint Services or any Content therein to any third party; Page 4 of 18 75A-60 (b) interfere with or disrupt the ChargePoint Services, servers, or networks connected to the ChargePoint Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the ChargePoint Services; (c) restrict or inhibit any other user from using and enjoying the ChargePoint Services or any other CPI services; (d) attempt to gain unauthorized access to the ChargePoint Network or the ChargePoint Services or related systems or networks or any data contained therein, or access or use ChargePoint or ChargePoint Services through any technology or means other than those provided or expressly authorized by CPI; (e) create any ChargePoint Services user account by automated means or under false or fraudulent pretenses, or impersonate another person or entity on ChargePoint, or obtain or attempt to obtain multiple keys for the same URL; (f) reverse engineer, decompile or otherwise attempt to extract the source code of the ChargePoint Services or any part thereof, or any Charging Station, except to the extent expressly permitted or required by applicable law; (g) create derivative works based on any CPI Property, (h) remove, conceal or cover the CPI Marks or any other markings, labels, legends, trademarks, or trade names installed or placed on the Charging Stations or any peripheral equipment for use in connection with Subscriber's Charging Stations; (i) except as otherwise expressly permitted by this Agreement or In any applicable data sheet relating to a ChargePoint Service, copy, frame or mirror any part of the ChargePoint Services or ChargePoint Content, other than copying or framing on Subscriber's own intranets or otherwise solely for Subscriber's own internal business use and purposes; (j) access ChargePoint, any ChargePoint Application or the ChargePoint Services for the purpose of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose, or for any improper purpose whatsoever, including, without limitation, in order to build a competitive product or service or copy any features, functions, interface, graphics or "look and feel,' (k) use any robot, spider, site search/retrieval application, or other device to retrieve or Index any portion of the ChargePoint Services or Content or collect information about ChargePoint users for any unauthorized purpose; (1) upload, transmit or introduce any Malicious Code to ChargePoint or ChargePoint Services; (m) use any of the ChargePoint Services If Subscriber is a person barred from such use under the laws of the United States or of any other jurisdiction; or (n) use the ChargePoint Services to upload, post, display, transmit or otherwise make available (A) any inappropriate, defamatory, obscene, or unlawful content; (B) any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party; (C) any messages, communication or other content that promotes pyramid schemes, chain letters, constitutes disruptive commercial messages or advertisements, or is prohibited by applicable law, the Agreement or the Documentation. Page 5 of 18 75A-61 5.5 CONTENT. (a) ChargePoint Content (Including but not limited to Charging Station data and status) is provided for planning purposes only. Subscriber may find that various events may mean actual Charging Station conditions (such as availability or pricing) differ from what is set forth in the Content. In addition, certain Charging Station -related Content, including Charging Station name and use restrictions, is set by the Charging Station owner and is not verified by CPI. Subscriber should exercise judgment in Subscriber's use of the Content, (b) Certain Content may be provided under license from third parties and is subject to copyright and other intellectual property rights of such third parties. Subscriber may be held liable for any unauthorized copying or disclosure of such third party -supplied Content. Subscriber's use of such Content may be subject to additional restrictions set forth in the Documentation. (c) Subscriber shall not copy, modify, alter, translate, amend, or publicly display any of the Content except as expressly permitted by the Documentation. Subscriber shall not present any portion of the Content in any manner, that would (1) make such Content false, inaccurate or misleading, (ii) falsify or delete any author attributions or labels of the origin or source of Content, or (iii) indicate or suggest that the Charging Station locations provided as part of the Content are anything other than ChargePoint' Network Charging Stations. (d) Subscriber shall not remove, obscure, or alter in any manner any proprietary rights notices (including copyright and trademark notices), warnings, links or other notifications that appear in the ChargePoint Service. 6. SUBSCRIPTION FEES AND PAYMENT TERMS. 6.1 SUBSCRIPTION FEES. Subscriber shall pay all Subscription Fees within thirty (30) days of its receipt of CPI's invoice. All payments shall be made in U.S. Dollars bycheck, wire transfer, ACH payment system or other means approved by CPI. Customer may not offset any amounts due to CPI hereunder against amounts due to Customer under this Agreement or any other agreement. Fees payable to CPI do not include any Taxes, and Subscriber is responsible for any and all such Taxes. All payment obligations under this Agreement are non -cancelable and non-refundable. 6.2 LATE PAYMENTS. If any amount owing by Subscriber under this Agreement is more than thirty (30) days overdue, CPI may, without otherwise limiting CPI's rights or remedies, (a) terminate this �Agree�;(b suspend -the use bySubscriber ofThe Cha�ge-PomfServices WE sucamounts are pai In - -""" --- full, and/or (c) condition future ChargePoint Service renewals and other Subscriber purchases on payment terms other than those set forth herein; provided that CPI shall not exercise any such rights if Subscriber has reasonably disputed such charges and is cooperating diligently In good faith to resolve the dispute. 7. INTELLECTUAL PROPERTY RIGHTS AND LICENSES. 7.1 CPI PROPERTY. As between CPI and Subscriber, CPI retains and reserves all right, title and interest (including all related Intellectual Property Rights) In and to the CPI Property and any Improvements thereto. No rights are granted to Subscriber in the CPI Property hereunder except as expressly set forth in this Agreement. 7.2 SUBSCRIBER PROPERTY. As between CPI and Subscriber, Subscriber retains and reserves all right, title and interest (including all related Intellectual Property Rights) in and to (1) all Subscriber Marks and (ii) all Subscriber Content and Services (collectively, the "Subscriber Property"). No rights are granted to CPI in the Subscriber Property hereunder except as expressly set forth In this Agreement. Page 6 of 18 75A-62 7.3 LIMITED LICENSE TO SUBSCRIBER. CPI hereby grants to Subscriber a royalty -free, non - assignable, non -transferable, and non-exclusive license to use the CPI Property solely in accordance with the terms of this Agreement (including without limitation all limitations and restrictions on such use) to the extent necessary for Subscriber to access, use and receive the ChargePoint Services as permitted herein. 7.4 LIMITED LICENSE TO CPI. Subscriber hereby grants to CPI a non -assignable, non- transferable, and non-exclusive license to use the Subscriber Property solely in accordance with the terms of this Agreement (including without limitation all limitations and restrictions on such use) to the extent necessary for CPI to provide the ChargePoint Services. CPI may utilize the Subscriber Marks to advertise that Subscriber is using the ChargePoint Services. The foregoing license Includes a perpetual and irrevocable right of CPI to reproduce, adapt, modify, translate, publicly perform, publicly display and distribute all Subscriber Content and Services submitted, posted or displayed by Subscriber in the ChargePoint Services, solely for the purpose of enabling CPI to operate, market and promote the ChargePoint Services, and to index and serve such Subscriber Content and Services as search results through ChargePoint Services. CPI 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 Rights Grantees relating to the ChargePoint Services. 7.5 ADDITIONAL TERMS REGARDING CPI MARKS. (a) USE LIMITATIONS. Subscriber shall display the CPI Marks in connection with Subscriber Charging Stations as required in this Agreement during the term of Subscriber's Service Plan. Subscriber shall not use any of the CPI Marks for or with any products other than its Charging Stations. From time to time, CPI may provide updated CPI Mark usage guidelines on the ChargePoint Application or elsewhere in the Documentation, and Subscribershall thereafter complywith such updated guidelines. For any use of the CPI Mark not authorized by such guidelines, or if no such guidelines are provided, then for each initial use of the CPI Mark, Subscriber must obtain CPI's prior written consent, which shall not be unreasonably withheld or delayed, and after such consent is obtained, Subscriber may use the CPI Mark in the approved manner, All use by Subscriber of CPI's Marks (including any goodwill associated therewith) will inure to the benefit of CPI. (b) PROHIBITIONS. Subscriber shall not use or display any CPI Mark (or any likeness of a CPI Mark): (i)-o-A-paiLof the-tamelindQr-mchicb-%jbscribees-b.usiness-Isconducted-oun_—_._...._ connection with the name of a business of Subscriber or its Affiliates; (ii) in any manner that (x) implies a relationship or affiliation with CPI other than as described under the Agreement, (y) implies any sponsorship or endorsement by CPI, or (z) can be reasonably interpreted to suggest that any Subscriber Content and Services has been authored by, or represents the views or opinions of CPI or CPI personnel; (iii) in any manner intended to disparage CPI, ChargePoint, or the ChargePoint Services, or in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to CPI; (iv) in any manner that violates any law or regulation; or (v) that is distorted or altered in any way (including squeezing, stretching, Inverting, discoloring, etc.) from the original form provided by CPI. Page 7 of 18 75A-63 (c) NO REGISTRATION OF CPI MARKS. Subscriber shall not, directly or indirectly, register or apply for, or cause to be registered or applied for, any CPI Marks or any patent, trademark, service mark, copyright, trade name, domain name or registered design that is substantially or confusingly similarto a CPI Mark, patent, trademark, service mark, copyright, trade name, domain name or registered design of CPI, or that is licensed to, connected with or derived from confidential, material or proprietary information imparted to or licensed to Subscriber by CPI. At no time will Subscriber challenge or assist others to challenge the CPI Marks (except to the extent such restriction is prohibited by law) or the registration thereof by CPI. (d) TERMINATION AND CESSATION OF USE OF CPi MARKS. Upon termination of this Agreement, Subscriber will immediately discontinue all use and display of all CPI Marks. 8. LIMITATIONS OF LIABILITY. 8.1 DISCLAIMER OF WARRANTIES. CHARGEPOINT 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. WITHOUT LIMITING THE FOREGOING, CPI DOES NOT WARRANT THAT (A) SUBSCRIBER'S USE OF THE CHARGEPOINT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE FROM ERROR, OR MEET SUBSCRIBER'S REQUIREMENTS; (B) ALL CONTENT AND OTHER INFORMATION OBTAINED BY SUBSCRIBER FROM OR IN CONNECTION WITH THE CHARGEPOINT SERVICES WILL BE ACCURATE AND RELIABLE; (C) ALL DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE CHARGEPOINT SERVICES WILL BE CORRECTED. ALL CONTENT OBTAINED THROUGH THE CHARGEPOINT SERVICES IS OBTAINED AT SUBSCRIBER'S OWN DISCRETION AND RISK, AND SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER'S COMPUTER SYSTEM OR OTHER DEVICE, LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT. 8.2 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 CPI 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, A GRANT OR RECEIPT OF RIGHTS OR OTHERWISE OR BASED ON ANY EXPRESSED, IMPLIED OR CLAIMED WARRANTIES BY SUBSCRIBER NOTSPECIFICALLY SET FORTH IN THIS AGREEMENT. 8.3 ELECTRICAL, CELLULAR AND INTERNET SERVICE INTERRUPTIONS. Neither CPI nor Subscriber shall have any liability whatsoever to the other with respect to damages caused by: (!)electrical outages, power surges, brown -outs, utility load management or any other similar electrical service interruptions, whatever the cause; (!I) interruptions in wireless or cellular service linking Charging Stations to ChargePoint; (I!!) interruptions attributable to unauthorized ChargePoint Network intrusions; (iv) interruptions in services provided by any Internet service provider not affiliated with CPI; or (v) the inability of a Charging Station to access ChargePoint as a result of any change in product offerings (including, without limitation, the any network upgrade or introduction of any "next generation" services) by any wireless or cellular carrier. This includes the loss of data resulting from such electrical, wireless, cellular or Internet service interruptions. 8.4 INTENTIONALLY OMITTED. 8.5 CELLULAR CARRIER LIABILITY. IN ORDER TO DELIVER THE CHARGEPONT SERVICES, CPI HAS ENTERED INTO CONTRACTS WITH ONE OR MORE UNDERLYING WIRELESS SERVICE CARRIERS (THE Page 8 of 18 75A-64 "UNDERLYING CARRIER"). SUBSCRIBER HAS NO CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING CARRIER AND SUBSCRIBER IS NOTA THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN CPI 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 HAS NO PROPERTY RIGHT IN ANY NUMBER ASSIGNED TO IT, AND UNDERSTANDS THATANY SUCH NUMBER CAN BE CHANGED. SUBSCRIBER UNDERSTANDS THAT CPI 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 CHARGEPOINT SERVICES. 8.6 ADDITIONAL RIGHTS. BECAUSE SOME STATES OR JURISDICITONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES AND/OR TME DISCLAIMER OF IMPLIED WARRANTIES ASSET FORTH IN THIS SECTION 8, ONE OR MORE OF THE ABOVE LIMITATIONS MAY NOT APPLY; PROVIDED THAT, IN SUCH INSTANCES, CPI'S LIABILTY AND/OR IMPLIED WARRANTIES GRANTED IN SUCH CASES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW. 9. TERM AND TERMINATION. 9.1 TERM OF AGREEMENT. This Agreement shall become effective on the Effective Date and shall continue until the expiration of all of Subscriber's Service Plans. 9.2 SERVICE PLAN TERM. Each Service Plan acquired by Subscriber shall commence as follows: Each Service Plan acquired for use with a new Charging Station will commence on the earlier to occur of (1) the date of Provisioning such new Charging Station, or (11) one year from the date the Token(s) necessary for Provisioning such new Charging Station is made available to Subscriber or its installer. Renewals of Service Plans will commence on the date of the expiration of the Subscription being renewed. Each Subscriber Service Plan shall continue for the applicable duration thereof, unless this Agreement is terminated earlier in accordance with its terms. 9.3 TERMINATION BY CPI. (a) This Agreement may be immediately terminated by CPI: (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 within five (5) days in the case of any payment default) of Subscriber's 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-authorizatton-oT-review-that-imposesadditiorFal-costs-of-duing-bustn-a urF-------"-' - CPI; or (iv) as otherwise explicitly provided in this Agreement. Regardless of whether Subscriber Is then In breach, CPI may, in its reasonable discretion, determine that it will not accept any renewal by Subscriber of its subscription to ChargePoint Services. In such case, this Agreement shall terminate upon the later of the expiration of all of Subscriber's subscriptions to ChargePoint Services. (b) CPI may in its discretion suspend Subscriber's continuing access to the ChargePoint Services or any portion thereof if (A) Subscriber has breached any provision of this Agreement, or has acted in manner that indicates that Subscriber does not intend to, or is unable to, comply with any provision of this Agreement; (B) such suspension is required by law (for example, due to a change to the law governing the provision of the ChargePoint Services); or (c) providing the ChargePoint Services to Subscriber could create a security risk or material technical burden as reasonably determined by CPI. Page 9 of 18 75A-65 9.4 TERMINATION BY SUBSCRIBER. This Agreement may be immediately terminated by Subscriber without prejudice to any other remedy of Subscriber at law or equity: (1) if CPI 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 (11) CPI 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. 9.5 REFUND OR PAYMENT UPON TERMINATION. Upon any termination of this Agreement for cause by Subscriber pursuant to Section 9.4(i) or by CPI pursuant to Section 9.3(a)(HI), CPI shall refund to Subscriber a pro -rata portion of any pre -paid Subscription Fees based upon the remaining Service Plan term. Upon any termination for any other reason, Subscriber shall not be entitled to any refund of any Subscription Fees as a result of such termination. In no event shall any termination relieve Subscriber of any unpaid Subscription Fees due CPI for the Service Plan term in which the termination occurs or any prior Service Plan term. 9.6 SURVIVAL. Those provisions dealing with the Intellectual Property Rights of CPI, 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 regardless of the termination of this Agreement. 10. INTENTIONALLY OMITTED. 11. GENERAL. 11.1 AMENDMENT OR MODIFICATION. CPI reserves the right to modify this Agreement from time to time. CPI will provide notice of each such modification to Subscriber. Subscriber's continued use of the ChargePoint Services following such notice will constitute an acceptance of the modified Agreement. 11.2 WAIVER. The failure of either Party at any time to enforce any provision of this Agreement shall not be construed to be a waiver of the right of such Party to thereafter enforce that provision or any other provision or right. 11.3 FORCEMAJEURE. Except with respect to payment obligations, neither CPI 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, including but not limited to fire, flood, earthquake or other natural disaster (irrespective of such Party's condition of any preparedness tnererore), war, embargo; not; stnxe; 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. 11.4 ARBITRATION. This Agreement is to be construed according to the laws of the State of California, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods and any conflict of law provisions that would require application of another choice of law. Except with respect to any matter relating to Subscriber's violation of the intellectual property rights of CPI, any dispute arising from or relating to this Agreement shall be arbitrated in Orange County, California. The arbitration shall be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, and judgment on any award may be entered In any court of competent jurisdiction, If the Parties agree, a mediator may be consulted prior to arbitration. All claims shall be brought in the parties' individual capacity, and not as a plaintiff orclass memberin any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of CPI, such claim may Page 10 of 1B 75A-66 be litigated in a court of competent jurisdiction. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys' fees and costs. 11.5 NOTICE TO CALIFORNIA CUSTOMERS. (a) California's Low Carbon Fuel Standard ("LCFS") was enacted to ensure that the mix of fuels sold by California oil refiners and distributers meets applicable greenhouse gas emissions targets. California has a statewide goal to reduce carbon intensity of transportation fuels by at least 10% by 2020. (b) The ChargePoint Network can track the fueling of electric vehicles, which positively contributes to reducing California's carbon intensity. If applicable reporting requirements are Met, LCFS credits are issued by the California Air Resources Board. An available LCFS credit may be claimed by certain owners and operators of electric vehicle charging stations, including both Subscriber and CPI. However, the LCFS credits are only available to one party, meaning any available credits may be claimed by either Subscriber or CPI, but not by both. CPI intends to claim available LCFS credits generated from use of the Charging Stations, but will not claim any available LCFS credits that Subscriber intends to claim. If Subscriber intends to claim the LCFS credits, it must engage in the reporting and other administrative obligations necessary to generate such credits. (c) Subscriber agrees that it will provide CPI with written notice of its intent to claim LCFS credits within ten (10) days of the date of the Effective Date. If Subscriber does not currently intend to claim the LCFS credits, but desires to do so at any time in the future, Subscriber, may, by providing written notice to CPI, elect to claim LCFS credits generated thirty (30) days or more after the date of such notice. Subscriber represents and warrants to CPI that, in the absence of providing written notice, Subscriber will not claim any LCFS credits. All notices shall be provided by email to CPI at lefsnotification(@chargepoint.com. 11.6 NOTICE TO OREGON CUSTOMERS (a) Oregon's Clean Fuel Program ("OCFP") was created with the purpose of reducing greenhouse gas emissions in the transportation sector. (b) The fueling of electric vehicles, and the operation of the ChargePoint Network, contributes to reducing Oregon's greenhouse gas emissions and is eligible for OCFP credits, which are issued by the Oregon Department of Environmental Quality. By reporting the amount of electric vehicle fueling, ChargePoint is able to help Oregon track the growing use of electric vehicles in the state, for which ChargePoint will receive OCFP credits. (c) An available OCFP credit may be claimed by certain owners and operators of electric vehicle charging stations, including both Subscriber and CPI. However, the OCFP credits are only available to one party. This means any available credits may be claimed by either Subscriber or CPI, but not by both. CPI intends to claim available OCFP credits generated from use of the Charging Stations, but will not claim any available OCFP credits that Subscriber intends to claim. (d) Subscriber agrees that it will provide CPI with written notice of its intent to claim OCFP credits within ten (10) days of the date of the Effective Date. If Subscriber does not currently Intend to claim the OCFP credits, but desires to do so at any time in the future, Subscriber may, by providing written notice to CPI, elect to claim OCFP credits generated thirty (30) days or more after the date of such notice. Subscriber represents and warrants to CPI that, in the absence of providing written notice, Subscriber will not claim any OCFP credits. All notices shall be provided by email to CPI at Icfsnotification@char¢epoint.com. Page 11 of 18 75A-67 11.7 NOTICES. Other than the notices required in Sections 11.5 and 11.6, any notice required or permitted by this Agreement shall be sent (a) if by CPI, via electronic mail to the address indicated by Subscriber in Subscriber's ChargePoint Services account; or (b) if by Subscriber, via electronic mail to mssa 0cha reeooint.com. 11.8 INJUNCTIVE RELIEF. Subscriber acknowledges that damages for improper use of the ChargePoint Services may be irreparable; therefore, CPI is entitled to seek equitable relief, including but not limited to preliminary injunction and injunction, in addition to all other remedies. 11.9 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. 11.10 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 CPI (not to be unreasonably withheld). In the event of any purported assignment in breach of this Section, CPI shall be entitled, at its sole discretion, to terminate this Agreement upon written notice given to Subscriber. Subject to the foregoing; this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. CPI may assign its rights and obligations under this Agreement. 11.11 NO AGENCY OR PARTNERSHIP. CPI, In the performance of this Agreement, is an independent contractor. In performing its obligations under this Agreement, CPI shall maintain complete control over its employees, its subcontractors and its operations. No partnership, joint venture or agency relationship is intended by CPI and Subscriber to be created by this Agreement. Neither Party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other Party, whether express or implied, or to bind the other Party in any respect whatsoever. 11.12 ENTIRE AGREEMENT. This Agreement (including the attached Exhibits) 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 —thanthe-typeof_Secvice.Plan,.the_number_of_ChargingStations-for _which_such_ServiceP_lan.is_ordered,_the . term of such Service Plans 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. 11.13 COPYRIGHT POLICIES. It is CPI's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers. 11.14 THIRD PARTY RESOURCES. The ChargePoint Services may include hyperlinks to other websites or resources. CPI has no control over anyweb sites or resources that are provided by companies or persons other than CPI. Subscriber acknowledges and agrees that CPI is not responsible for the availability of any such web sites or resources, CPI does not endorse any advertising, products or other materials on or available from such web sites or resources, and CPI is not liable for any loss or damage Page 12 of 18 75A-68 that may be incurred by Subscriber as a result of any reliance placed by Subscriber on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from, such websites or resources. 11.15 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. 11.16 ENGLISH LANGUAGE AGREEMENT GOVERNS. Where CPI has provided Subscriber with a translation of the English language version of this Agreement, Subscriber agrees that the translation is provided for Subscriber's convenience only and that the English language version of this Agreement governs Subscriber's relationship with CPI. If there is any conflict between the English language version of this Agreement and such translation, the English language version will prevail. Subscriber: Name'. Title: Date: Address: AS TO FORM Attorney Page 13 of 18 ChargePoint,Inc. Name: Jonathan Kaplan Title: General Counsel Date: Address: 254 E. Hacienda Ave Campbell, CA 95008 75A-69 EXHIBIT 1 FLEX BILLING TERMS This Exhibit sets forth certain additional terms and conditions ("Flex Billing Terms") pursuant to which Subscriber may charge Users fees for the use of Subscrlber's Charging Stations. In order to charge such fees, Subscriber must subscribe to a Service Plan that includes CPI's management, collection and/or processing services related to such fees ("Flex Billing"). 1. DEFINITIONS. The following additional defined terms shall apply to these Flex Billing Terms: 1.1 "CPI Fees" means a fee, currently equal to ten percent (10%) of Session Fees, charged for a particular Session. CPI Fees are charged by CPI in exchange for its collection and processing of Session Fees on behalf of Subscriber. CPI will provide Subscriber with thirty (30) days prior written notice (which may include, without limitation, notice provided by CPI through its regular newsletter to Subscriber) of any increase in CPI Fees. 1.2 "Net Session Fees" means the total amount of Session Fees collected on behalf of the Subscriber by CPI, less CPI Fees and Taxes, if any, required by law to be collected by CPI from Users In connection with the use of Charging Stations. Except as required by law, Subscriber shall be responsible for the payment of all Taxes incurred in connection with use of Subscribers Charging Stations. 1.3 "Session" or "Charging Session" means the period of time during which a User uses Subscribers Charging Station to charge his or her electric vehicle for a continuous period of time not less than two (2) minutes commencing when a User has accessed such Charging Station and ending when such User has terminated such access. 1.4 "Session Fees" means the fees set by the Subscriber for a Charging Session, inclusive of any applicable Taxes. 2. FLEX -BILLING SERVICE FOR CHARGING STATIONS. 2.1. SESSION FEES. Subscriber shall have sole authority to determine and set in real-time Session Fees. Subscriber shall be solely responsible for determining and charging Session Fees in compliance with all applicable laws and regulations (Including without limitation any restriction on Subscribers use of per -kWh pricing). Subscriber acknowledges that CPI is not responsible for informing SiJbscribero ereto,a�n CPI widnot a is etoSuscn eroranyt third for any alleged or actual failure of Subscriber to comply with such applicable laws and regulations. 2.2 DEDUCTIONS FROM SESSION FEES. In exchange for CPI collecting Session Fees on behalf of the Subscriber, the Subscriber hereby authorizes CPI to deduct from all Session Fees collected: (1) CPI Fees and (ii) to the extent required by Section 3, applicable Taxes. 2.3 PAYMENT TO SUBSCRIBER OF NET SESSION FEES. CPI shall remit Net Session Fees to Subscriber not more than thirty (30) days after the end of each calendar month as directed by Subscriber from time to time through the applicable ChargePoint Services. Notwithstanding the foregoing, no such payment will be required if at the end of any calendar month the amount due to Subscriber hereunder is less than fifty U.S. Dollars ($So), except in connection with the expiration or termination of this Agreement. In no event shall CPI remit amounts due to Subscriber, regardless of the amount then due, later than thirty (30) days following the end of each calendar quarter. Page 14 of 18 75A-70 3. TAXES. Subscriber is responsible for the payment of all Taxes Incurred in connection with Session Fees; provided that CPI is solely responsible for all Taxes assessable based on CPI's income, property and employees. Where CPI is required by law to collect and/or remit the Taxes for which Subscriber is responsible, the appropriate amount shall be invoiced to Subscriber and deducted by CPI from Session Fees, unless Subscriber has otherwise provided CPI with a valid tax or regulatory exemption certificate or authorization from the appropriate taxing or regulatory authority. Page 15 of 18 75A-71 EXHIBIT 2 API TERMS This Exhibit sets forth certain additional terms and conditions ("API Terms") governing Subscriber's use of the APIs in connection with Subscriber's use of the ChargePoint Services. The API Terms are part of the Agreement, and all such use of the APIs remains subject to the Agreement terms. 1. ADDITIONAL DEFINITIONS. The following additional definitions shall apply to the API Terms. 1.1 "API Implementation" means a Subscriber software application or website that uses any of the APIs to obtain and display Content in conjunction with Subscriber Content and Services. 1.2 "API Documentation" means all Documentation containing instructions, restrictions or guidelines regarding the APIs or the use thereof, as amended and/or supplemented by CPI from time to time. 1.3 "CPiSIte Terms" means the Terms and Conditions displayed on CPI's website, governing use of CPI's website and the ChargePoint Services by visitors who are not Service Plan subscribers. 2. API USE. Subscriber may use the APIs as and to the extent permitted by Subscriber's Service Plan and the API Documentation, subject to the terms and conditions of the Agreement. 2.1 AVAILABLE APIs AND FUNCTION CALLS. The APIs give Subscriber access to information through a set of function calls. The particular APIs and API function calls made available by CPI from time to time (and the Content available through such APIs and function calls) will be limited by Subscriber's Service Plan, and Subscriber's particular Service Plan may not Include all APIs and function calls then available from CPI, 2.2 USE AND DISPLAY OF CONTENT. Subscriber is permitted to access, use and publicly. display the Content with Subscriber Content and Services in Subscriber's API Implementation, subject to the following requirements and limitations. (a) All Charging Station locations provided to Subscriber as part of the Content shall be clearly identified by Subscriber in Subscriber's API Implementation as ChargePoint° Network Charging Stations and shall contain the Brand Identifiers required by the API Documentation. In no event shall Subscriber's API Implementation identify or imply that any Charging Station is a part of any network of charging stations other than ChargePoint. (b) Subscriber shall keep the Content used by Subscriber's API Implementation current with Content obtained with the APIs to within every forty eight (48) hours. (c) Content provided to Subscriber through the APIs may contain the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of CPI's business partners and/or other third party rights holders of Content indexed by CPI, which may not be deleted or altered in any manner. (d) Subscriber shall not: Page 16 of 18 75A-72 (1) pre -fetch, cache, or store any Content, except that Subscriber may store limited amounts of Content for the purpose of improving the performance of Subscriber's API Implementation if Subscriber does so temporarily, securely, and in a mannerthat does not permit use of the Content outside of the ChargePoint Service; (ii) hide or mask from CPI the identity of Subscribers service utilizing the APIs, including by failing to follow the identification conventions listed in the API Documentation; or (iii) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. 2.3 REQUIRED INFORMATION. Subscriber must: (a) display to all viewers and users of Subscriber's API Implementation the link to the CPI Site Terms and Conditions as presented through the ChargePoint Services or described in the Documentation; (b) explicitly state in the use terms governing Subscribers API Implementation that, by using Subscribers API Implementation, such viewers and users are agreeing to be bound by the CPI Site Terms; and (c) Include in Subscribers API Implementation, and abide by, a privacy policy complying will all applicable laws; and (d) comply with all applicable laws designed to protectthe privacy and legal rights of users of Subscribers AN Implementation. 2.4 REPORTING. Subscriber must implement reporting mechanisms, if any, that CPI requires in the API Documentation. 3. CPI BRANDING REQUIREMENTS AND RESTRICTIONS. 3.1 MANDATORY CPI BRANDING. Subject to Section 3.2 below and the restrictions on use of CPI Marks set forth In the Agreement, Subscriber agrees that each Dage comorising Subscribers API state that Subscribers application or website is provided, in part, through the ChargePoint Services. 3.2 RESTRICTIONS. Subscribershall not: (a) display any CPI Mark as the most prominent element on any page in Subscribers API Implementation or Subscribers website (except as used in connection with the display of Charging Stations); or (b) display any CPI Mark anywhere in Subscriber's API Implementation or on Subscribers website if Subscribers API Implementation or website contains or displays adult content or promotes Illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age. Page 17 of 18 75A-73 EXHIBIT 3 TERMS REGARDING GRANTING OF RIGHTS This Exhibit sets forth certain additional terms and conditions applicable to Rights Grantors and Rights Grantees regarding the granting of Rights ("Rights Terms"). The Rights Terms are part of the Agreement, and all use of the ChargePoint Services permitted pursuant to the Rights Terms remains subject to the Agreement. 1. ADDITIONAL DEFINITIONS. The following additional, definitions shall apply. 1.1 "Rights Grantor" means Subscriber. 1.2 "Rights Grantee" means a any person to whom Subscriber has granted Rights. For purposes of this Agreement, a Subscriber shall be deemed to have granted Rights to the entity assisting Subscriber with creating its account and initiating Subscriber's access to Services. 2. TERMS. This Section governs Subscriber's granting of Rights as a Rights Grantor Z.1 LIMITED RIGHTS. A Rights Grantee's right to access and use the ChargePoint Services for and on behalf of a Rights Grantor Is limited to the specific Rights granted by such Rights Grantor to such Rights Grantee. Such Rights maybe limited according to the Service Plan(s) subscribed to by Subscriber. Subscriber may revoke Rights, or any portion thereof, it has granted to a Rights Grantee at will and such Rights will thereafter by terminated with respect to such Rights Grantee. In no event may Subscriber grant Rights in excess of those provided to it through the Service Plan(s) to which it has subscribed. 2.2 RESPONSIBILITY FOR AUTHORIZED USER. All use of the ChargePoint Services by a Rights Grantee exercising Rights granted by Subscriber shall be subject to the terms and conditions of the Agreement (including without limitation Subscriber's Indemnification obligation pursuant to Section 10 thereof). Subscriber shall be responsible for the actions, omissions, or performance of such Rights Grantee while exercising any such Rights, as if such action, omission or performance had been committed by Subscriber directly. 2.3 NO AGREEMENT. Subscriber acknowledges and agrees that the ChargePoint Services merely enable a Rights Grantor to extend Rights to Rights Grantees. The mere extension of such Rights by a Rights Grantorto a Rights Grantee does not constitute an agreement between Rights Grantor and the Rights Grantee with respect to the granted Rights or the exercise of such Rights by the Riehts Grantee. CPI does not. either through the terms of the Agreement or the provision of ChargePoint Services undertake to provide any such agreement. It Is the responsibility of the Rights Grantor and the Rights Grantee to enter into such an agreement on terms mutually acceptable to each. CPI expressly undertakes no liability with respect to such an agreement and Rights Grantor fully and unconditionally releases CPI from any liability arising out of such an agreement. Further Rights Grantor agrees to Indemnifyand hold CPI, its officers, directors, agents, affiliates, distribution partners, licensors and suppliers harmless from and against any and all claims, actions, proceedings, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Claims") suffered or incurred by such indemnified parties resulting from or arising out of such agreement. Page 18 of 18 75A-74