HomeMy WebLinkAboutCTI - Coulomb Technologies, Inc. now ChargePoint Inc., Charge Point - 2011-09-06Coulomb
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®Technologies
11/15/2011
Ashley Wallace
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Dear Ms. Wallace:
Charc eRtorint
California
Congratulations! Your organization has been invited to participate in Coulomb Technologies
ChargePoint America"" Program. The Program has been funded in part under the terms of Grant
number DE-EE0003391 from the United States Department of Energy as part of the American
Reinvestment and Recovery Act. Further, The California Energy Commission (CEC) has providing
installation funding under the terms of Grant number ARV-09-007. In order to participate in the
program and receive this offer of Charging Station(s), You must agree to all of the terms and
conditions following. Furthermore, You need to:
1. Countersign at the end of this ChargePoint California Station Award Agreement (CPC) and
provide a full copy back to Coulomb or your local representative.
2. Countersign at the end of the Master Services Subscription Agreement (MSSA) and provide a
full copy back to Coulomb or your local representative.
3. Complete the attached Order Form or provide a $0 PO to Coulomb Technology for the
charging station(s). Please make sure the part numbers on the PO correspond to the part
numbers on this letter and You provide a requested shipment date, ship to address with a
contact name, phone number, and email address.
4. Return the documents within 30 days of the date of this letter. As the program nears
completion, contracts will be accepted as program funds remain available.
Please note that delivery of the charging systems will be up to 4-6 weeks of receipt of PO and
associated signed documents. We appreciate your participation in this exciting program and look
forward to creating an electric vehicle charging infrastructure in your area.
Best regards,
x
Michael Jones
Western Region Director
ChargePoint America Program
Coulomb Technologies
Coulomb Technologies, Inc. 1692 Dell Ave. a Campbell, CA 95008-6901
Coulomb
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CHARGEPOINT CALIFORNIAT' STATION AWARD AGREEMENT
California
1. Charging Stations. Your organization ("You") has been awarded, and may be awarded from
time to time, one or more Coulomb Technologies, Inc. ("CTI") electric vehicle charging
stations under the ChargePoint Americas` Program . The Program has been funded in part
under the terms of Grant number DE-EE0003391 from the United States Department of
Energy (the "DOE") as part of the American Reinvestment and Recovery Act ("ARRA"). The
charging stations will be installed at the locations specified on Appendix A, as amended from
time to time to reflect the award of additional Charging Stations under this Station Award
Agreement.
Product
Name
Product Description
Product Code
Quantity
Unit
Price
Total
Price
CT2021C-
Single 208/240-30A,
CT2021C-
5
$0.00
$0.00
GPRS-SIM1-
Bollard with GPRS, locking
GPRS-SIM1-
LOCK-CCR
holster, and credit card
LOCK-CCR
reader
CT2021C-
Single 208/240-30A,
CT2021C-
1
$0.00
$0.00
LOCK-CCR
Bollard, locking holster,
LOCK-CCR
and credit card reader
Grand $0.00
Total:
2. Shipment and Delivery. CTI will pay for the cost of standard delivery charges of the
Charging Stations to the locations designated by You in writing to CTI. CTI shall choose the
method by which Charging Stations are to be delivered. If You desire expedited delivery,
You will be responsible for the payment of all delivery charges.
Installation. (a) In the event that You enter into a contract with, and use, the CTI installer
designated by CTI, CTI shall pay for the costs of installation of the Charging Stations (in the
amounts set forth in Appendix B) as provided through funding made available by the
California Energy Commission (CEC) under the terms of Grant number ARV-09-007; provided
that, in the event that You stop work on the installation of the Charging Stations, You shall
be responsible for all costs incurred up through and including the date of cancellation
(including any applicable cancellation or change fees). The contract You sign with the
installer will include CTI as a party and will contain language indicating that CTI shall be
solely responsible for the costs of installation of your Charging Stations. In no event shall CTI
be liable to You for any damages or other costs (other than the costs of installation) related
to the installation of Your Charging Stations. Should You wish to use your own installer, You
shall request CTI's permission, in its reasonable discretion, to do so no more than fifteen
(15) days prior to the scheduled installation date. In such event, the installation of the
Charging Stations shall be at your sole cost and expense. In addition, You should be aware,
certain requirements must be met by all contractors and subcontractors working to install
electric vehicles station equipment (EVSE) as part of the Grant. The Davis Bacon and Related
Acts (DBRA) requires all contractors and subcontractors performing work on federal
Coulomb Technologies, Inc. e 1692 Dell Ave. e Campbell, CA 95008-6901
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construction contracts or federally assisted contracts to pay their laborers and mechanics not
less than the prevailing wage rates and fringe benefits for corresponding classes of laborers
and mechanics employed on similar projects in the area. The prevailing wage rates and
fringe benefits are determined by the Secretary of Labor. For the ChargePoint America
program, construction includes all alterations, improvements and/or repair, including
painting and decorating, performed on a site in performance of the installation of EVSE. In
addition, because the Charging Stations are being awarded to You under a Federal program,
in the event You use your own installer, such installer shall become subject to certain audit
and other rights granted to the United States government and to CTI. Also, should You be
authorized to use your own contractor to install the charging stations, the contractor will be
required to submit to CTI or the applicable CTI Distributor within 5 days of the installation,
the applicable DBRA related paperwork including (i) a certified payroll or a properly filled
out US government form wh-347 and (ii) an invoice or receipt for the work done to install the
charging station(s) including costs for panel rework, trenching, concrete pad placement,
fixing the station, and electrical wiring. Furthermore, You shall indemnify and hold harmless
CTI from all costs (including, without limitation, reasonable attorneys' fees), losses, charges,
fees, fines and other expenses of any sort whatsoever, including, without limitation, the
refusal of the DOE to provide reimbursement to CTI in respect of the Charging Stations
awarded to You, incurred by CTI as a result of such installer's (i) failure to comply with any
applicable law, including, without limitation, the Davis -Bacon Act or (ii) failure to provide
CTI such documentation as is reasonably needed by it to comply with applicable DOE
requirements.
(b) You agree to cause the installation of the Charging Stations, and the provision of such
Charging Stations on the ChargePoint Network, within forty five (45) days of their delivery to
You. In the event that the Charging Stations have not been installed by the expiration of
such forty five day period, CTI reserves the right to reclaim the Charging Stations. In the
event that You are having trouble arranging for the installation of the Charging Stations by
an Authorized Distributor or an installer chosen by such Authorized Distributor, please
contact CTI as soon as possible so that it can assist You in obtaining prompt installation of
the Charging Stations.
(c) The Charging Stations are not to be removed from their packaging by any person other
than the installer.
4. Warranty/Limitation of Liability. (a) Warranty. The Charging Station is covered by the
terms of CTI's standard Warranty (the "Warranty") for a period beginning on the date of
installation and running until December 31, 2013. A copy of the Warranty is included with
this agreement. All applicable warranties with respect to the Charging Station are set forth
in the Warranty, and are hereby incorporated by reference into this Agreement. (b)
Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 4 AND IN THE
WARRANTY, CTI MAKES NO WARRANTY WITH RESPECT TO THE PERFORMANCE OF THE
CHARGING STATION, THE CHARGEPOINT- NETWORK STANDARD SERVICES OR THE
CHARGEPOINTT" NETWORK, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. CTI
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF NON -INFRINGEMENT OF THIRD PARTY RIGHTS BY THE CHARGING
STATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CTI DOES NOT
WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF THE CHARGING STATION. (c)
Limitation of Liability. (i) REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS
OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL CTI BE LIABLE FOR ANY LOST
Coulomb Technologies, Inc. a 1692 Dett Ave. a Campbell, CA 95008-6901
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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 CHARGING STATION, THE CHARGEPOINT- NETWORK, ANY
CHARGEPOINT"' NETWORK SERVICE PLANS, OR OTHERWISE OR BASED ON ANY EXPRESSED,
IMPLIED OR CLAIMED WARRANTIES BY YOU NOT SPECIFICALLY SET FORTH IN THIS ADDENDUM.
BECAUSE SOME STATES OR JURISDICITON DO NOT ALLOW LIMITATION OR EXCLUSION OF
CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. (ii)
YOUR SOLE REMEDY FOR ANY BREACH BY CTI OF ITS OBLIGATIONS OR WARRANTIES UNDER
THIS AGREEMENT SHALL BE LIMITED TO, AT CTI'S OPTION, REPAIR OR REPLACEMENT OF THE
CHARGING STATION. (d) Warranty Exclusions. Exclusive Remedies. THE REMEDIES
CONTAINED IN SECTION 4 ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND ARE IN LIEU OF ANY
OTHER RIGHTS OR REMEDIES YOU MAY HAVE AGAINST CTI WITH RESPECT TO THE
PERFORMANCE OF THE CHARGING STATIONS, THE CHARGEPOINT- SERVICE PLANS OR THE
CHARGEPOINTI' NETWORK.
5. Access to the Public. All of the Charging Stations will be installed in a manner and in
locations that make them available for access and use by the general public. The Charging
Stations, and the facilities in which they are located, shalt be kept clean and in good repair.
You shall promptly call CTI or an Authorized Distributor in order to arrange for the repair of
any non-functioning Charging Stations.
6. Network Access. As a part of the award, You will receive a free subscription for
ChargePoint' Network Commercial Service Plan, as defined in the ChargePointTM' Master
Services Subscription Agreement (the "Master Services Agreement"), that will expire
December 31, 2013 (the "Subscription Period"). You must execute a copy of the Master
Services Agreement as a part of your obligations under this ChargePoint America" Station
Award Agreement and must keep the Charging Stations connected to the ChargePoint^
Network throughout the entire Subscription Period. CTI offers various other services, such as
billing services, which may be accessed through the ChargePoint Network". All of such
services are subject to CTI's standard terms and conditions.
7. Access to Information. In consideration of your receipt of the Charging Stations and free
subscription to ChargePointTm Network Commercial Service Plan, You agree to provide and
release to CTI, the DOE, such other participants and partners of CTI in the Program as CTI
shall determine necessary, all data and information relating to You, Your electric vehicles, if
any, and their use, the use by others of Your Charging Stations and Your use of the Charging
Stations and any public Charging Stations and infrastructure (the "Data"). You acknowledge
and agree that the Data may be used by any of the above -described persons for any purpose,
including analyzing Your use and charging patterns, the public's use of Your Charging
Stations, the effectiveness of infrastructure put in place to meet the needs of drivers of
electric vehicles, and the efficacy of the Program. Your performance of this Agreement and
willingness to supply and release Data to the persons described in the immediately preceding
paragraph is a material condition to CTI's willingness to enter into this Agreement with You
and provide the Charging Stations hereunder. You understand, acknowledge and agree that
CTI will need Your reasonable cooperation and assistance, and You agree to provide your
reasonable cooperation and assistance to CTI, so that CTI can successfully conduct its testing
and collect Data from You, the Charging Stations, and public electric vehicle infrastructure
utilized by You and others. Except as set forth in this Section 7, the use of the Charging
Stations will be subject to CTI's standard privacy policy (the "Privacy Policy"). The Privacy
Coulomb Technologies, Inc. 1692 Dell Ave. a Campbell, CA 95008-6901
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Policy is located on CTI's web site and may be accessed at:
http://www.coutombtech.com/privacy-policy.php Notwithstanding anything to the contrary
contained in this Section 7, or in the Privacy Policy, CTI reserves the right, on behalf of the
DOE, to collect certain anonymous information regarding the use and operation of the
Charging Stations.
8. Certain Rights of the United States Government. Notwithstanding the fact that You are
being awarded the Charging Stations under the Program, the United States Government
reserves the right to seize the Charging Stations under certain, limited circumstances,
including, without limitation, national emergency.
9. No Right to Remove, Move or Sell the Charging Stations. The Charging Stations may not be
removed, moved or sold from their place of installation, prior to January 1, 2014, without
the prior written consent of CTI.
10. Failure to Comply with Terms of the Program. In the event that You fail to comply with
the terms of the program, including, but not limited to (i) the use of an CTI authorized
installer (ii) providing documentation of the installation costs (iii) allowing public access to
the station(s), You are liable for losses and/or damages incurred by CTI. If You fail to comply
with the program or make restitution within 30 days of receiving a demand notice from CTI,
CTI reserves the right to repossess the charging station(s) You received under the grant.
11. Additional Charging Stations. In the event that You have purchased Charging Stations that
are to become a part of the Program, CTI's standard terms and conditions shall apply.
12. No Amendment or Modification. No modification, amendment or waiver of this Agreement
shall be effective unless in writing and either signed or electronically accepted by the party
against whom the amendment, modification or waiver is to be asserted.
13. Waiver. CTI's failure at any time to require your performance of any obligation under this
Agreement will in no way affect the full right to require such performance at any time
thereafter. CTI's waiver of a breach of any provision of this Agreement will not constitute a
waiver of the provision itself. CTI's failure to exercise any of its rights provided in this
Agreement will not constitute a waiver of such rights. No waiver will be effective unless in
writing and signed by a CTI authorized representative. Any such waiver will be effective only
with respect to the specific instance and for the specific purpose given.
14. Applicable law. This Agreement will be construed, and performance will be determined,
according to the laws of the State of California without reference to such state's principles
of conflicts of law and the state and federal courts of California shall have exclusive
jurisdiction over any claim arising under this Agreement.
15. Waiver of Jury Trial. You and CTI each hereby waive any right to jury trial in connection
with any action or litigation arising out of this Agreement.
16. Severability. Except as otherwise specifically provided herein, if any term or condition of
this Agreement or the application thereof to either You or CTI will to any extent be
determined by any judicial, governmental or similar authority, to be invalid or
unenforceable, the remainder of this Agreement, or the application of such term or provision
to this Agreement, You and CTI or circumstances other than those as to which it is
Coulomb Technologies, Inc. 1692 Dell Ave. a Campbell, CA 95008-6901
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determined to be invalid or unenforceable, will not be affected thereby.
17. Assignment. You may not assign any of your rights or obligations under this Agreement,
whether by operation of law or otherwise, without the prior written consent of CTI.
18. Counterparts. This Agreement may be executed in one or more counterparts, each of which
shalt be deemed an original, but all of which, taken together, shall constitute but one and
the same document.
19. Priority. To the extent of any conflict or inconsistency between the terms and conditions of
this Agreement and any purchase order, the Agreement shall prevail. To the extent of any
conflict or inconsistency between the terms and conditions of the Warranty and any purchase
order, the Warranty shall prevail.
20. Availability of Stations - There is a limited number of charging stations in the program.
Receipt of this ChargePoint America Station Award Agreement does not guarantee your
organization a station. Allocation of remaining stations is at the sole discretion of CTI based
primarily on the availability of program funds and return of completed agreements in a
timely manner.
COULOMB TECHNOLOGIES, INC. AWARDEE: City of Huntington Beach
By: By:
(Signature) ( g ure)
Name: Name:
y�'� Joe Carchio
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Title: Title: Mayor
Date: (� "r At— Date: November 22, 2011
APPROVED AS TO FORM
JENNIFER McG TH, City Attorney
Bye
Deputy C"iiy AtcA 1t
Coulomb Technologies, Inc. a 1692 Dell Ave. G Campbell, CA 95008-6901
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APPENDIX A - CHARGING STATION LOCATIONS
Station #1-2: Beach Parking South of Pier, Huntington Beach, CA 92648
Station #3: Beach Parking North of Pier, Huntington Beach, CA 92648
Station #4: Downtown Parking Structure, Huntington Beach, CA 92648
Station #5: 7777 Edinger Ave, Huntington Beach, CA 92648
Station #6: 2000 Main Street, Huntington Beach, CA 92648
Coulomb Technologies, Inc. a 1692 Dell Ave. Campbell, CA 95008-6901
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APPENDIX B -INSTALLATION COST SUMMARY
Coulomb Technologies will pay up to $62,134.65 for installation of your Charging Stations, which
is equal to the sum of the attached estimates (each, an "Estimate"), by the contractor providing
the Estimate.
The estimates may require modifications prior to final acceptance of this agreement by Coulomb
to meet certain conditions of California Energy Commission Grant ARV-09-007.
A summary of the individual estimates is listed below:
Estimate Reference #
Company
Description
Amount
857
CFCI
Beach Parking South of Pier
$21,136.90
860
CFCI
Beach Parking North of Pier
$14,936.50
855
CFCI
Downtown Parking Structure
$7,598.89
858
CFCI
7777 Edinger Ave
$10,121.89
954
CFCI
2000 Main St.
$8,346.47
Coulomb Technologies, Inc. o 1692 Dell Ave. e Campbell, CA 95008-6901
127 La Porte Street, Unit M
Arcadia, CA 91006
Name / Address
City of Huntington Beach
114-200 Main Street
Huntington Beach, Ca, 92648
Ship To
� � .ill. • �� �=
Date
Estimate #
8/ 11 /2011
855
Rdojeddame
P.O. No.
Downtown Parking Str
-ict...
Description
Qty
Rate
Total
Coulomb Installation - Install 2 new 1 phase 208 volt 40 amp
1 5,533.37
5,533.37
circuit breakers Sub Panel to feed new Wall Mount EVSE Units in
parking locations. Core wall for installation of new circuits from
electrical room to parking structure. Install new conduit and wire to
2 new Wall Mount EVSE locations In parking structure. Install 2
new Wall Mount EVSE units at 2 new locations and connect to
new dedicated circuits. Commission, validate and test new
equipment after installation has been completed.
Installation Materials
1 2,065.52
2,065.52T
Davis Bacon Prevailing Wage
' ®
Subtotal $7,598.89
Sales Tax (0.0%) $0.00
Total $7,598.89
Acceptance of Quote
Customer's Signature Date
127 La Porte Street, Unit M
Arcadia, CA 91006
Name / Address
City of Huntington Beach
114-200 Main Street
Huntington Beach, Ca, 92648
Ship To
Date
Estimate #
8/11/2011
957
PdojeName P.O. No.
Beach RV Lot
Description
Qty
Rate
Total
Coulomb Installation - Install 4 new 1 phase 208 volt 40 amp
1
12,235.43
12,235.43
circuit breakers in Pedestal Panel [MSB] to feed new Pedestal
Mount EVSE Units in parking lot location. Saw cut excavate and
trench from meter pedestal locations to 4 new EVSE locations.
Install new conduit and wire to 4 new Pedestal locations In parking
lot and patch trench. Construct 4 new concrete foundations to
support 4 new pedestal mount EVSE units. Install 4 new EVSE
units at 4 new locations and connect to new dedicated circuits.
Commission, validate and test new equipment after installation has
been completed.
Installation Materials
1
8,895.47
8,895.47T
Davis Bacon Prevailing Wage
® °
Subtotal $21,130.90
Sales Tax (0.0%) $0.00
Total $21,130.90
Acceptance of Quote
Customer's Signature Date
127 La Porte Street, Unit M
Arcadia, CA 91006
Name / Address
City of Huntington Beach
114-200 Main Street
Huntington Beach, Ca, 92648
Ship To
Estimate
Date
Estimate #
8/11/2011
858
PdojeName
P.O. No.
Bella Terra Parking Str
act...
Description
Qty
Rate
Total
Coulomb Installation - Install 2 new I phase 208 volt 40 amp
1 7,943.19
7,943.19
circuit breakers in existing Sub Panel to feed new Pedestal Mount
EVSE Units in parking locations. Core wall for installation of new
circuits from electrical room to parking structure. Install new
conduit and wire to 2 new Pedestal Mount EVSE locations In
parking structure. Trench in planter areas from column to 2 new
pedestal locations in planter areas. Construct 2 new concrete bases
in planter for 2 new Pedestal Mount EVSE units. Install 2 new
Pedestal Mount EVSE units at 2 new locations and connect to new
dedicated circuits. Commission, validate and test new equipment
after installation has been completed.
Installation Materials
1 2,178.70
2,178.70T
Davis Bacon Prevailing Wage
° la I Instruct'
a a,'
Subtotal $10,121.89
Sales Tax (0.0%) $0.00
Total $10.121.89
Acceptance of Quote
Customer's Signature Date
127 La Porte Street, Unit M
Arcadia, CA 91006
I Name/Address I
City of Huntington Beach
114-200 Main Street
Huntington Beach, Ca, 92648
Ship To
Estimate
Date
Estimate #
8/1 l /201 l
860
PlojeName P.O. No.
Pier Lot
Description
Qty
Rate
Total
Coulomb Installation - Install 2 new I phase 208 volt 40 amp
1
11,215.77
11,215.77
circuit breakers in Pedestal Panel [MSB] to feed new Pedestal
Mount EVSE Units in parking lot location. Saw cut excavate and
trench from meter pedestal locations to 2 new EVSE locations.
Install new conduit and wire to 2 new Pedestal locations In parking
lot and patch trench. Construct 2 new concrete foundations to
support 2 new pedestal mount EVSE units. Install 2 new EVSE
units at 2 new locations and connect to new dedicated circuits.
Commission, validate and test new equipment after installation has
been completed.
Installation Materials
I
3,720.73
3,720.73
Davis Bacon Prevailing Wage
' '
Subtotal $14,936.50
Sales Tax (0.0%) $0.00
Total $14,936.50
Acceptance of Quote
Customer's Signature Date
127 La Porte Street, Unit M
Arcadia, CA 91006
Name / Address
City of Huntington Beach
114-200 Main Street
Huntington Beach, Ca, 92648
Ship To
Estimate
Date
Estimate #
9/14/2011
954
Rdoje(iame
P.O. No.
City Hall - Rev I
Description
Qty
Rate
Total
Coulomb Installation - Install 2 new 1 phase 208 volt 40 amp
1 5,296.37
5,296.37
circuit breakers in existing Sub Panels to feed new Pedestal Mount
EVSE Unit in parking locations. Install new conduit and wire to 2
new Pedestal Mount EVSE locations In parking lot. Saw Cut
excavate and Trench in electrical equipment areas from panel to 2
new pedestal locations in planter area. Construct 2 new concrete
bases in planter for 4 new Pedestal Mount EVSE units. Install 2
new Pedestal Mount EVSE units at 4 new location and connect to
new dedicated circuit. Commission, validate and test new
equipment after installation has been completed.
Installation Materials
1 3,050.10
3,050.10
Note: Permits will be billed at cost
' '
Subtotal $8,346.47
This estimate is based on prevailing wage rates
Sales Tax (7.75%) $0.00
Total $8,346.47
Acceptance of Quote
Customer's Signature Date
CHARGEPOINT°
MASTER SERVICES AND SUBSCRIPTION AGREEMENT
IMPORTANT: PLEASE READ THIS MASTER SERVICES AND SUBSCRIPTION AGREEMENT ("AGREEMENT')
CAREFULLY.
THIS AGREEMENT GOVERNS REGISTRATION OF YOUR CHARGING STATION (OR THE CHARGING
STATIONS OF THE ORGANIZATION YOU REPRESENT) ON THE CHARGEPOINT NETWORK AND
ACTIVATION OF CHARGEPOINT NETWORK SERVICES ON YOUR CHARGING STATIONS. IF YOU ARE
ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU
REPRESENT THAT YOU HAVE AUTHORITY TO BIND SUCH COMPANY OR OTHER LEGAL ENTITY TO THESE
TERMS AND CONDITIONS; IF NOT, YOU MAY NOT ENTER INTO THIS AGREEMENT AND MAY NOT USE
THE CHARGEPOINT SERVICES.
SUBSCRIBER AGREES THAT IT MAY NOT AND WILL NOT ACCESS THE CHARGEPOINT NETWORK
SERVICES FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY,
OR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSE.
1. DEFINITIONS. The following terms shall have the definitions set forth below when used in this
Agreement:
1.1 "Affiliate" means any entity which 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.
1.2 "ChargePoint® Network" means the open -platform network of electric vehicle charging
stations and the vehicle charging applications it delivers, that is operated and maintained by CTI (as
defined below) in order to provide various services to, among others, Subscriber and its employees.
1.3 "ChargePoint Services" means, collectively, the various software as a service offerings
made available for subscription by CTI.
1.4 "ChargePoint Web Portal" means any of the secure Internet web portals established
and maintained by CTI which will allow Subscriber to access ChargePoint Services.
1.5 "Charging Station" means the electric vehicle charging station(s) purchased by
Subscriber, whether manufactured by CTI or by another CTI licensed entity, which have embedded
within them CTI hardware and/or firmware, enabling Subscriber to register and activate such charging
stations on the ChargePoint Network.
1.6 "CTI" means Coulomb Technologies, Inc., a Delaware corporation.
1.7 "CTI Marks" means the various trademarks, service marks, names and designations
used in connection with the CTI manufactured Charging Stations and/or the ChargePoint Network,
including, without limitation, ChargePoint and ChargePaSSTM.
1.8 "CTI Intellectual Property" means all Intellectual Property Rights of CTI relating to the
CTI Marks, the ChargePoint Network, the ChargePoint Services, ChargePass, ChargePass Radio
Frequency Identification Cards, ChargePass Accounts and all other Intellectual Property Rights of CTI,
regardless of the nature of such rights.
1.9 "Documentation" means written information (whether contained in user or technical
manuals, product materials, specifications or otherwise) pertaining to ChargePoint Services and/or the
ChargePoint Network and made available from time to time by CTI to Subscriber in any manner
(including on-line).
07-14-11
1.10 "Effective Date" means the date this Agreement is executed by Subscriber.
1.11 "Intellectual Property Rights" means all intellectual property rights, including, without
limitation, patents, patent applications, patent rights, trademarks, trademark applications, trade names,
service marks, service mark applications, copyrights, copyright applications, franchises, licenses,
inventories, know-how, trade secrets, Subscriber lists, proprietary processes and formulae, all source
and object code, algorithms, architecture, structure, display screens, layouts, inventions, development
tools and all documentation and media constituting, describing or relating to the above, including,
without limitation, manuals, memoranda and records.
1.12 "Malicious Code" means viruses, worms, time bombs, Trojan horses and all other forms
of malicious code, including without limitation, malware, spyware, files, scripts, agents or programs.
1.13 "Party" means each of CTI and Subscriber.
1.14 "Cloud Services" means the various "software as a service" offerings made available for
subscription to Subscriber by CTI.
1.15 "Services Fees" means the fees payable by Subscriber to CTI for subscribing to any
ChargePoint Services as set forth in an applicable purchase order issued by Subscriber and accepted by
CTI. Services Fees shall also include all fees payable by Subscriber, if any, pursuant to the provisions of
the Flex Billing Addendum set forth at the end of this Agreement.
1.16 "Subscriber Authorized User" means any person authorized by Subscriber to access
and use its Charging Stations.
2. CTI'S RESPONSIBILITIES AND AGREEMENTS.
2.1 NETWORK OPERATION. CTI agrees to provide and shall be solely responsible for: (i)
provisioning and operating, maintaining, administering and supporting the ChargePoint Network
infrastructure (other than Subscriber's' Charging Stations and infrastructure for transmitting data from
Networked Charging Stations to any ChargePoint Network operations center); (ii) provisioning and
operating, maintaining, administering and supporting the ChargePoint Web Portal; and (iii) operating
the ChargePoint Network in compliance with all applicable laws.
2.2 LIMITATIONS ON RESPONSIBLITY. CTI shall not be responsible for, and makes no
representation or warranty with respect to the following: (i) Specific location(s) or number of Charging
Stations now, or in the future, owned, operated and/or installed by persons other than Subscriber, or
the total number of Charging Stations that comprise the ChargePoint Network; (ii) Continuous
availability of electrical service to any of Subscriber's Charging Stations; (iii) Continuous availability of
any wireless or cellular communications network or Internet service provider network necessary for the
continued operation by CTI of the ChargePoint Network; (iv) Availability of or interruption of the
ChargePoint Network attributable to unauthorized intrusions; and/or (v) Charging Stations that are not
registered with and activated on the ChargePoint Network.
3. SUBSCRIBER'S RESPONSIBILITIES AND AGREEMENTS.
3.1 GENERAL. Subscriber shall be solely responsible for: (i) Keeping current its contact
information, email address for the receipt of notices hereunder, and billing address for invoices; (U)
updating on the ChargePoint Web Portal, within five (5) business days, the registered location to which
any of Subscriber's Charging Stations are moved; (iii) The non -warranty maintenance, service, repair
and/or replacement of Subscriber's Networked Charging Stations as needed, including informing CTI of
the existence of any Networked Charging Stations that are non -operational and not intended to be
replaced or repaired by Subscriber; (iv) registration of and activation of Subscriber's Charging Stations
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on the ChargePoint Network; and (v) Operating and maintaining Subscriber's Networked Charging
Stations in compliance with all applicable laws.
3.2 REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber represents and
warrants to CTI that: (i) It has the power and authority to enter into and be bound by this Agreement
and to install the Charging Stations and any other electrical vehicle charging products to be registered
and activated on the ChargePoint Network at Subscriber Location(s); (ii) The electrical usage to be
consumed by Subscriber's Networked Charging Stations will not violate or otherwise conflict with the
terms and conditions of any applicable electrical purchase or other agreement including, without
limitation, any lease, to which Subscriber is a party; and (iii) It has not installed or attached Charging
Stations on or to infrastructure not owned by Subscriber without proper authority, or in a manner that
will block any easement or right of way.
3.3 FURTHER AGREEMENTS OF SUBSCRIBER MADE IN CONNECTION WITH REGISTRATION
OF CHARGING STATIONS ON THE CHARGEPOINT NETWORK AND USE OF CHARGEPOINT SERVICES.
Subscriber further acknowledges and agrees with CTI that: (i) Subscriber will not remove, conceal or
cover the CTI Marks or any other markings, labels, legends, trademarks, or trade names installed or
placed on the Networked Charging Stations or any peripheral equipment for use in connection with
Subscriber's Charging Stations; (ii) Subscriber shall comply with, and shall have responsibility for and
cause its employees and agents accessing or using ChargePoint Web Portals to comply with, all of the
rules, regulations and policies of CTI; (iii) Subscriber shall be responsible for using the ChargePoint
Services in compliance with this Agreement, and in particular, shall: (A) use commercially reasonable
efforts to prevent unauthorized access to Purchased ChargePoint Services, (B) not sell, resell, license,
rent, lease or otherwise transfer the ChargePoint Services to a third party, (C) not interfere with or
disrupt the integrity of the ChargePoint Network, the ChargePoint Services or any third party data
contained therein, and (D) not attempt to gain unauthorized access to the ChargePoint Network or the
ChargePoint Services or their related systems or networks. All data collected by CTI in connection with
the operation of the ChargePoint Network shall be owned by CTI; provided that Subscriber Shall have
the right to access and use such data, as it pertains to Subscriber's Charging Stations, through a
subscription to one or more ChargePoint Services.
4. FEES AND PAYMENT FOR PURCHASED CHARGEPOINT SERVICES.
4.1 SERVICES FEES. Subscriber shall pay all Services Fees within thirty (30) days of its
receipt of an invoice with respect thereto. Except as otherwise specified herein, (i) Services Fees are
quoted in and payable in U.S. Dollars, (ii) Services Fees are based on Subscriber's choice of subscription
to the ChargePoint Services and not on actual usage, (iii) payment obligations are non -cancelable and
are non-refundable, and (iv) Services are non -transferable; provided that, Services may be transferred to
a Charging Station that is purchased by Subscriber to replace a de -commissioned, previously networked,
Charging Station.
4.2 OVERDUE SERVICES FEES. If any invoiced Services Fees are not received by CTI by the
due date, then such charges: (i) may accrue late interest at the rate ("Interest Rate") of one and one-
half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law,
whichever is lower, from the date such payment was due until paid, and (ii) in the event Subscriber has
not paid Services Fees within thirty (30) days of the due date, CTI may condition future Services
renewals and acceptance of purchase orders for additional ChargePoint Services on payment terms
other than those set forth herein.
4.3 ACCELERATION AND SUSPENSION OF CHARGEPOINT SERVICES. If any amount owing
by Subscriber under this Agreement is more than thirty (30) days overdue, CTI may, without otherwise
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limiting CTI's rights or remedies, terminate this Agreement, and/or suspend the use by Subscriber of the
ChargePoint Services until such amounts are paid in full.
4.4 PAYMENT DISPUTES. CTI shall not exercise its rights under Section 4.2 (Overdue
Services Fees) or Section 4.3 (Acceleration and Suspension of ChargePoint Services) if the applicable
charges are under reasonable and good faith dispute and Subscriber is cooperating diligently to resolve
the dispute.
5. AVAILABLE SERVICES. A description of the various ChargePoint Services currently available for
subscription is included in the ChargePoint web site http://www.mychargepoint.net. CTI may make
other ChargePoint Services available from time to time, and may amend the features offered with
respect to any ChargePoint Service at any time and from time to time.
6. PROPRIETARY RIGHTS.
6.1 RESERVATION OF RIGHTS. CTI reserves all right, title and interest in and to the
ChargePoint Services, including all related Intellectual Property Rights. No rights are granted to
Subscriber hereunder except as expressly set forth herein. CTI shall have a royalty -free, worldwide,
transferable, sublicensable, irrevocable perpetual license to use or incorporate in the ChargePoint
Services any suggestions, enhancement requests, recommendations or other feedback provided by
Subscriber or Subscriber Authorized Users relating to the ChargePoint Services.
6.2 RESTRICTIONS ON USE. Subscriber shall not: (i) create derivative works based on the
ChargePoint Services, (ii) copy, frame or mirror any part or content of the ChargePoint Services, other
than copying or framing on Subscriber's own intranets or otherwise for Subscriber's own internal
business purposes, (iii) reverse engineer any Charging Station or Cloud Service, or (iv) access the
ChargePoint Network, any ChargePoint Web Portal or the ChargePoint Services for any improper
purpose whatsoever, including, without limitation, in order to (A) build a competitive product or service,
or (B) copy any features, functions, interface, graphics or "look and feel" of any ChargePoint Web Portal
or the ChargePoint Services.
6.3 GRANT OF LIMITED LICENSE FOR CTI MARKS.
(a) LICENSE GRANT. Subscriber is granted under this Agreement the nonexclusive
privilege of displaying the CTI Marks during the Term of this Agreement in connection with Subscriber
Charging Stations. Subscriber warrants that it shall not use any of the CTI Marks for any products other
than its Networked Charging Stations. From time to time, CTI may provide updated trademark usage
guidelines with respect to Subscriber's use of the CTI Marks which will be made available on a
ChargePoint Web Portal, in which case Subscriber thereafter shall comply with such guidelines. If no
such guidelines are provided, then for each initial use of the CTI Mark, Subscriber must obtain CTI's prior
written consent, which shall not be unreasonably withheld or delayed, and after such consent is
obtained, Subscriber may use the CTI Mark in the approved manner. The CTI Marks may not be used
under this Agreement as a part of the name under which Subscriber's business is conducted or in
connection with the name of a business of Subscriber or its Affiliates.
(b) NO REGISTRATION OF CTI MARKS BY SUBSCRIBER. Subscriber shall not directly
or indirectly register or apply for or cause to be registered or applied for any CTI Marks or any patent,
trademark, service mark, copyright, trade name, domain name or registered design that is substantially
similar to a CTI Mark, patent, trademark, service mark, copyright, trade name, domain name or
registered design of CTI, or that is licensed to, connected with or derived from confidential, material or
proprietary information imparted to or licensed to Subscriber by CTI .
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(c) TERMINATION AND CESSATION OF USE OF CTI MARKS. Upon termination of
this Agreement, Subscriber will immediately discontinue all use and display of the name "CTI" and the
CTI Marks.
7. LIMITATIONS ON CTI'S AND SUBSCRIBER'S LIABILITY.
7.1 LIMITATION OF LIABILITY. CTI's aggregate liability under this Agreement shall not
exceed the greater of (i) aggregate Services Fees paid by Subscriber to CTI in the calendar year prior to
the event giving rise to the Claim or (ii) Ten Thousand Dollars ($10,000).
7.2 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. REGARDLESS OF WHETHER
ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL
EITHER PARTY BE LIABLE FOR ANY LOST REVENUE OR PROFIT, LOST OR DAMAGED DATA, BUSINESS
INTERRUPTION, LOSS OF .CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR
PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER
ARISING OUT OF THE USE OF OR INABILITY TO USE THE CHARGEPOINT NETWORK, ANY CHARGEPOINT
SERVICES, THIS AGREEMENT OR OTHERWISE OR BASED ON ANY EXPRESSED, IMPLIED OR CLAIMED
WARRANTIES BY SUBSCRIBER NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT. BECAUSE SOME
STATES OR JURISDICITON DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR
INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY; PROVIDED THAT, IN SUCH
INSTANCES, CTI'S LIABILTY IN SUCH CASES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW.
7.3 EXCLUSION OF WARRANTIES. THE CHARGEPOINT NETWORK AND THE CHARGEPOINT
SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR SUBSCRIBER'S USE, WITHOUT WARRANTIES
OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. BECAUSE
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE
EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY; PROVIDED THAT, IN SUCH INSTANCES THE
IMPLIED WARRANTIES GRANTED BY CTI SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW.
7.4 ELECTRICAL, CELLULAR AND INTERNET SERVICE INTERRUPTIONS. Neither CTI nor
Subscriber shall have any liability whatsoever to the other with respect to damages caused by: (i)
electrical outages, power surges, brown -outs, utility load management or any other similar electrical
service interruptions whatever the cause; (ii) interruptions in wireless or cellular service linking
Networked Charging Stations to the ChargePoint Network; (iii) interruptions attributable to
unauthorized ChargePoint Network intrusions; or (iv) interruptions in services provided by any Internet
service provider not affiliated with CTI. This includes the loss of data resulting from such electrical,
wireless, cellular or Internet service interruptions.
7.5 CELLULAR CARRIER RESTRICTIONS. IN ORDER TO DELIVER THE CHARGEPONT SERVICES,
CTI HAS ENTERED INTO CONTRACTS WITH ONE OR MORE UNDERLYING WIRELESS SERVICE CARRIERS
(THE "UNDERLYING CARRIER"). SUBSCRIBER HAS NO CONTRACTUAL RELATIONSHIP WITH THE
UNDERLYING CARRIER AND SUBSCRIBER IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT
BETWEEN CTI AND THE UNDERLYING CARRIER. SUBSCRIBER UNDERSTANDS AND AGREES THAT'THE
UNDERLYING CARRIER HAS NO LIABILITY OF ANY KIND TO SUBSCRIBER, WHETHER FOR BREACH OF
CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. SUBSCRIBER AGREES
TO INDEMNIFY AND HOLD HARMLESS THE UNDERLYING CARRIER AND ITS OFFICERS, EMPLOYEES, AND
AGENTS AGAINST ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION CLAIMS FOR LIBEL,
SLANDER, OR ANY PROPERTY DAMAGE, PERSONAL INJURY OR DEATH, ARISING IN ANY WAY, DIRECTLY
OR INDIRECTLY, IN CONNECTION WITH USE, FAILURE TO USE, OR INABILITY TO USE THE WIRELESS
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SERVICES EXCEPT WHERE THE CLAIMS RESULT FROM THE UNDERLYING CARRIER'S GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT. THIS INDEMNITY WILL SURVIVE THE TERMINATION OF THE AGREEMENT.
SUBSCRIBER HAS NO PROPERTY RIGHT IN ANY NUMBER ASSIGNED TO IT, AND UNDERSTANDS THAT ANY
SUCH NUMBER CAN BE CHANGED. SUBSCRIBER UNDERSTANDS THAT CTI AND THE UNDERLYING
CARRIER CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS, AND WILL NOT BE LIABLE
FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE SERVICES. THE SUBSCRIBER MAY NOT
RESELL THE SERVICE TO ANY OTHER PARTY.
8. TERM AND TERMINATION.
8.1 TERM OF AGREEMENT. This Agreement shall become effective on the Effective Date
and shall continue until the expiration of all of Subscriber's subscriptions to ChargePoint Services.
8.2 SUBSCRIPTION TERM. Subscriptions to ChargePoint Services acquired by Subscriber
shall commence on (i) if such services are acquired for use with a new Charging Station, the earlier to
occur of (x) the date such new charging station is installed and provisioned on the ChargePoint Network
or (y) forty five (45) days after the date such new charging station is installed and (ii) in all other cases,
the start date specified in the purchase order related thereto. ChargePoint Services subscribed to by
Subscriber shall continue for the applicable subscription term (the "Subscription Term"), unless this
Agreement is otherwise terminated, changed or canceled by CTI or Subscriber as allowed by the terms
and conditions set forth herein.
8.3 TERMINATION.
(a) BY CTI. This Agreement, all Subscription Terms and Subscriber's continuing
access to ChargePoint Services may be immediately suspended or terminated: (i) if Subscriber is in
material breach of any of its obligations under this Agreement, and has not cured such breach within
thirty (30) days, or five (5) days in the case of any payment default, of the date of its receipt of written
notice thereof, (ii) Subscriber becomes the subject of a petition in bankruptcy or any other proceeding
related to insolvency, receivership, liquidation or an assignment for the benefit of creditors, (iii) upon
the determination by any regulatory body that the subject matter of this Agreement is subject to any
governmental regulatory authorization or review that imposes additional costs of doing business upon
CTI, or (iv) if, pursuant to the terms of this Agreement, CTI is otherwise permitted the right to terminate
upon the occurrence of an event or events.
(b) BY SUBSCRIBER. This Agreement may be immediately terminated by Subscriber
without prejudice to any other remedy of Subscriber at law or equity: (i) if CTI is in material breach of
any of its obligations under this Agreement, and has not cured such breach within thirty (30) days of the
date of its receipt of written notice thereof, or (ii) CTI becomes the subject of a petition in bankruptcy or
any other proceeding related to insolvency, receivership, liquidation or an assignment for the benefit of
creditors. This Agreement may be terminated by Subscriber for convenience upon the voluntary
deactivation and removal from registration via the applicable ChargePoint Web Portal of all Networked
Charging Stations owned by Subscriber from the ChargePoint Network, at which time this Agreement
shall terminate effective immediately; provided, that Subscriber shall not be entitled to any refund of
any Service Fees as a result of such termination for convenience.
8.4 REFUND OR PAYMENT UPON TERMINATION. Upon any termination of this Agreement
for cause by Subscriber pursuant to Section 8.3(b)(i), or (ii) the election of CTI to terminate this
Agreement pursuant to Section 8.3(a)(iii), CTI shall refund to Subscriber a pro-rata portion of any pre-
paid Service Fees based upon the Subscription Term for which such fees were paid and the remaining
period of such Subscription Term. Upon any termination for cause by CTI pursuant to Section 8.3(a)(i),
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(ii) or (iv) or upon the voluntary removal from registration and activation of all of Subscriber's Network
Charging Stations from the ChargePoint Network, Subscriber shall pay any unpaid Service Fees covering
the remainder of all Subscription Terms. In no event shall any termination relieve Subscriber of any
liability for the payment of Service Fees for any period prior to the termination date.
9. AMENDMENT OR MODIFICATION. No modification, amendment or waiver of this Agreement
shall be effective unless in writing and either signed or electronically accepted by the party against
whom the amendment, modification or waiver is to be asserted.
10. WAIVER. The failure of either Party at any time to require performance by the other Party of
any obligation hereunder will in no way affect the full right to require such performance at any time
thereafter. The waiver by either Party of a breach of any provision hereof will not constitute a waiver of
the provision itself. The failure of either Party to exercise any of its rights provided in this Agreement
will not constitute a waiver of such rights. No waiver will be effective unless in writing and signed by an
authorized representative of the Party against whom such waiver is sought to be enforced. Any such
waiver will be effective only with respect to the specific instance and for the specific purpose given.
11. FORCE MAJEURE. Except with respect to payment obligations, neither CTI nor Subscriber will be
liable for failure to perform any of its obligations hereunder due to causes beyond such party's
reasonable control and occurring without its fault or negligence (a "Force Majeure Event"). A Force
Majeure Event will include, but not be limited to, fire, flood, earthquake or other natural disaster
(irrespective of such party's condition of any preparedness therefore); war, embargo; riot; strike; labor
action; any lawful order, decree, or other directive of any government authority that prohibits a party
from performing its obligations under this Agreement; material shortages; shortage of transport; and
failures of suppliers to deliver material or components in accordance with the terms of their contracts.
12. APPLICABLE LAW. This Agreement will be construed, and performance will be determined,
according to the laws of the State of California without reference to such state's principles of conflicts of
law and the state and federal courts located in Santa Clara County, California, shall have exclusive
jurisdiction over any claim arising under this Agreement.
13. WAIVER OF JURY TRIAL. Each Party hereby waives any right to jury trial in connection with any
action or litigation arising out of this Agreement.
14. SURVIVAL. Those provisions dealing with the Intellectual Property Rights of CTI, limitations of
liability and disclaimers, restrictions of warranty, Applicable Law and those other provisions which by
their nature or terms are intended to survive the termination of this Agreement will remain in full force
and effect as between the Parties hereto as contemplated hereby.
15. SEVERABILITY. Except as otherwise specifically provided herein, if any term or condition of this
Agreement or the application thereof to either Party will to any extent be determined jointly by the
Parties or by any judicial, governmental or similar authority, to be invalid or unenforceable, the
remainder of this Agreement, or the application of such term or provision to this Agreement, the Parties
or circumstances other than those as to which it is determined to be invalid or unenforceable, will not
be affected thereby. If, however such invalidity or unenforceability will, in the reasonable opinion of
either Party cause this Agreement to fail of its intended purpose and the Parties cannot by mutual
agreement amend this Agreement to cure such failure, either Party may terminate this Agreement for
cause as provided herein above.
16. ASSIGNMENT. Subscriber may not assign any of its rights or obligations hereunder, whether by
operation of law or otherwise, without the prior written consent of CTI (not to be unreasonably
withheld). In the event of any purported assignment in breach of this Section 15, CTI shall be entitled, at
its sole discretion, to terminate this Agreement upon written notice given to Subscriber. In the event of
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such a termination, Subscriber shall pay any unpaid Service Fees covering the remainder of the Service
Term for any accepted Purchase Orders. In no event shall any termination relieve Subscriber of any
liability for the payment of Service Fees or Session Processing Fees for any period prior to the
termination date. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the
parties, their respective successors and permitted assigns. CTI may assign its rights and obligations
under this Agreement.
17. NO AGENCY OR PARTNERSHIP CREATED BY THIS AGREEMENT. CTI, in the performance of this
Agreement, is an independent contractor. In performing its obligations under this Agreement, CTI shall
maintain complete control over its employees, its subcontractors and its operations. No partnership,
joint venture or agency relationship is intended by CTI and Subscriber to be created by this Agreement.
18. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties with
respect to the subject matter hereof and supersedes and cancels all previous and contemporaneous
agreements, negotiations, commitments, understandings, representations and writings. All purchase
orders issued by Subscriber shall state that such purchase orders are subject to all of the terms and
conditions of this Agreement, and contain no other term other than the type of Subscription, the
number of stations for which such Subscription is ordered, the term of such subscriptions and applicable
subscription fees. To the extent of any conflict or inconsistency between the terms and conditions of
this Agreement and any purchase order, the Agreement shall prevail. Notwithstanding any language to
the contrary therein, no terms or conditions stated in any other documentation shall be incorporated
into or form any part of this Agreement, and all such purported terms and conditions shall be null and
void.
19. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which, taken together, shall constitute but one and the same
document.
Name:`
Title: �
Address: nn/(o (Q
�— beAt k-e
City: �[xmD)aeA
State: _Zip Code:
Email Address for N tices:
Date:
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Name: Joe Carchio
Title: Mayor
Address: 2000 Main Street
City: Huntington Beach
State: CA Zip Code: 92648
Email Address for Notices: BHa11 @Surfci ty-hb. org
Date: November 22, 2011
APPROVED AS TO FORM
JENNIFER McGRATH, CityAttoriuy
By
Dq City Attoeaey ll���� t
FLEX BILLING ADDENDUM
❑ Flex Billing Manager and Flex Billing Service
The Provisions of this Flex Billing Addendum apply in those situations where Subscriber charges Users
for the use of its Networked Charging Stations and CTI provides management, collection and/or
processing services related to such charges.
Applicable Terms and Conditions.
1. Definitions. The following defined terms shall apply for purposes of this Flex Billing Addendum (this
"Addendum")
"Net Session Fees" means the total amount of Session Fees collected on behalf of the Subscriber
by CTI less Session Authorization Fees, Session Processing Fees and Taxes and Regulatory Charges (as
defined below), if any, required by law to be collected by CTI from Users in connection with the use of
Networked Charging Stations . Except as required by law, Subscriber shall be responsible for the
payment of all Taxes and Regulatory Charges incurred in connection with the Networked Charging
Stations.
"Session" or "Charging Session" means a session during which a User is using Subscriber's
Networked Charging Station to charge his or her electric vehicle and last for a continuous period of time
measuring not less than five (5) minutes commencing when a User has accessed such Networked
Charging Station and ending when such User has terminated such access.
"Session Authorization Fees" means the fees payable by the Subscriber to CTI to pre -authorize a
Charging Session at a Commercial Networked Charging Station. The Session Authorization Fees is set
forth below.
"Session Fees" means the fees set by the Subscriber for a Charging Session, including any
applicable Taxes and/or Regulatory Charges.
"Session Processing Fees" means the fees charged by CTI for the management, collection and
processing of Session Fees on behalf of Subscriber and the remittance of Net Session Fees to
Subscribers. The Session Processing Fee is set forth below.
"User" means any person using Networked Charging.
2. FLEX -BILLING SERVICE FOR NETWORKED CHARGING STATIONS.
2.1. SESSION FEES. Subscriber shall have sole authority to determine and set in real-time
the Session Fees (which shall include all applicable Taxes and Regulatory Charges, each as defined
below) applicable to Subscriber's Networked Charging Stations.
2.2 DEDUCTIONS FROM SESSION FEES. In exchange for CTI collecting Session Fees on
behalf of the Subscriber, the Subscriber hereby authorizes CTI to deduct from all Session Fees collected:
(i) a Session Authorization Fee; (ii) a Session Processing Fee; and (iii) to the extent required by Section 3,
applicable Taxes and Regulatory Charges. The Session Authorization Fee and the Session Processing
Fees shall be charged in an amount and subject to the terms set forth in this Addendum.
2.3 PAYMENT TO SUBSCRIBER OF NET SESSION FEES. CTI shall remit Net Session Fees to
Subscriber not more than thirty (30) days after the end of each calendar month to the address set forth
in Subscriber's Account information registered on the applicable Network Web Portal.
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3. TAXES AND REGULATORY CHARGES. Unless required by law or otherwise stated herein, Session
Authorization Fees and Session Processing Fees do not include any taxes, levies, duties or similar
governmental assessments of any nature, including, but not limited to, value added, salesJocal, city,
state or federal taxes ("Taxes") or any fees or other assessments levied or imposed by any governmental
regulatory agency ("Regulatory Charges"). Subscriber is responsible for the payment of all Taxes and
Regulatory Charges incurred in connection with Session Fees; provided that, CTI is solely responsible for
all Taxes and Regulatory Charges assessable based on CTI's income, property and employees. Where CTI
is required by law to collect and/or remit the Taxes or Regulatory Charges for which Subscriber is
responsible, the appropriate amount shall be invoiced to Subscriber and deducted by CTI from Session
Fees, unless Subscriber has otherwise provided CTI with a valid tax or regulatory exemption certificate
or authorization from the appropriate taxing or regulatory authority.
4. APPLICABLE FEES. The following fee schedule sets forth the applicable Session Authorization Fees
and Session Processing Fees to be charged by CTI in connection with the provision of Flex Billing
Manager and Flex Billing services.
Transaction Volume
For Each Charging Session
For Each Charging
using ChargePassT" Card
Session Using Credit Card
Fee Schedule'
(per Host(per
Host
Session
<1,500/month
$0.40 per Session
$0. 40 per Session
Authorization Feel
<3,000/month
$0.35 per Session
$0.35 per Session
<6,000/month
$0.30 per Session
$0.30 per Session
>6,000/month
$0.25 per Session
$0.25 per Session
Session Processing
<1,500/month
5.0% of Session Fees
6.0% of Session Fees
Fee 3
<3,000/month
4.5% of Session Fees
5.5% of Session Fees
<6,000/month
3.5% of Session Fees
4.0% of Session Fees
>6,000/month
3.0% of Session Fees
3.5% of Session Fees
Subscriber is required to separately subscribe for the ChargePointTM Standard Service in order to activate its
Charging Stations on the ChargePoint— Network.
The Session Authorization Fee may not be increased more than once in any twelve (12) month period nor more
than the greater of (i) ten percent (10%) or (ii) the Consumer Price Index rate of change promulgated by the
United State Bureau of Labor Statistics with respect to the 12-month period just then ended when any notice of
change is given by CTI to Subscribers.
CTI may increase the Session Processing Fee payable pursuant to this Agreement at any time after July 1, 2011,
upon not less than one hundred eight (180) days notice (the "Notice Period") given by electronic notice posted
to the Subscriber Portal and sent to each individual Subscriber Account, and any such change shall thereafter
be binding and enforceable with respect to Subscriber after the expiration of such Notice Period; provided,
further that the Session Processing Fee may not be increased by more than one percentage point in any
twelve (12) month period, nor in the aggregate, increased to more than twenty percent (20.00%) of Session
Fees at anytime.
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Appendix A to Flex Billing Addendum: Account Information Form for Flex Billing Services
Complete and fax this form to Coulomb Technologies Sales Operations (+1- 214-716-1244) to sign up for
Flex Billing services. All fields are required (except where noted).
Business Info
Business Legal Name:
Business Legal Address:
(Number)
Business Federal Tax ID:
Contact Name:
Contact Phone:
Contact Fax:
Contact Email Address:
(Street) (City) (State/Province) (Postal Code) (Country)
Individual Point of Contact
Bank Account Info
Bank Name:
Bank Address:
(Number) (Street) (City) (State/Province) (Postal Code) (Country)
Bank Routing number or Swift Code:
Bank's Account number (if applicable):
Business's Account Number:
Business's Account Name:
(Remit To Name, if different than Business Legal Name)
Business's Account Address:
(Remit To Address, if different than Business Legal Address)
Business's Federal Tax ID:
(if Remit To Entity is if different than Business Legal Entity)
Additional Information (for Non -US Customers Only)
Intermediary Bank Name:
Intermediary Bank Address:
(Number) (Street) (City) (State/Province) (Postal Code) (Country)
Intermediary Bank Routing or Swift Code:
Intermediary Bank' Account number if applicable:
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ChargePoint California Station Order Form
I, the undersigned, agree to order the following items at the designated prices per the ChargePoint
California Award Letter dated 11/15/2011.
Product
Name
Product Description
Product Code
Quantity
Unit Price
Total Price
CT2021C-
Single 208/240-30A, Bollard
CT2021C-GPRS-
5
$0.00
$0.00
GPRS-SIM1-
with GPRS, locking holster,
SIM1-LOCK-
LOCK-CCR
and credit card reader
CCR
CT2021C-
Single 208/240-30A, Bollard,
CT2021C-LOCK-
1
$0.00
$0.00
LOCK-CCR
locking holster, and credit
CCR
card reader
Grand Total: $0.00
Please ship the charging system(s) to the following address:
Contact Name at ship to address:
Contact Phone at ship to address:
Contact email at ship to address:
I agree on behalf of my organization to the terms and conditions in the ChargePoint California Award
Letter and the Master Services Subscription Agreement provided to me.
6
Signed:
Name: Jo C hi o
Title:
Organization: City of Huntington Beach
Date: November 22, 2011
Date: 11 /16/2011
Branch/Plant: 10030101
PURCHASE ORDER
City of Huntington Beach
(714) 536-5221
Billing Inquiries: (714) 374-1568
Please send invoices Attn: Accounts Payable
P.O. Box 784
Huntington Beach, CA 92648
Supplier:
'COULOMB TECHNOLOGIES INC
1692 DELL AVE
CAMPBELL CA 95008-6901
Page: 1
This number must
appear on
Packages and Invoices
17705-OP
Ship To:
CITY OF HB - ADMINISTRATION
2000 MAIN ST
HUNTINGTON BEACH CA 92648-2702
Order Date: Delivery Date: Buyer: Freight: Terms:
11/16/2011 Net 30 Days (Default)
LINE QTY EXTENDED REQ
NUMBER DESCRIPTION/SUPPLIER ITEM ORDERED UOM UNIT PRICE PRICE NUMBER
1.000 Bollards,holsters, card reader 5 EA 0.00 0.00
Single 208/240-30A, Bollard with GPRS, locking holster, and credit card reader
Product Name: CT2021C-GPRS-SIMI-LOCK-CCR
2.000 Bollards,holsters, card reader
Single 208/240-30A, Bollard, locking holster, and credit card reader
Product Name: CT2021C-LOCK-CCR
TERMS AND CONDITIONS ON REVERSE
FORM A PART OF THIS ORDER
1 EA 0.00 0.00 -
Order Subtotal
Sales Tax
0.00
Total Order --
Jim Slobojan, Fiscal ices Man/erCity Huntington Beach
City ®f Huntington Beach
2000 Main Street ♦ Huntington Beach, CA 92648
(714) 536-5227 ♦ www.huntingtonbeachca.gov
Office of the City Clerk
.roan L. Flynn, City Clerk
November 22, 2011
Coulomb Technologies
Attn: Sharlyne Anima
1692 Dell Ave.
Campbell, CA 95008-6901
Dear Ms. Anima:
Enclosed for your records is a fully executed duplicate original of the Master Services
Subscription Agreement and ChargePoint California Station Award Agreement.
Sincerely,
JF:pe
Enclosure
G:followup:agrmtltr .
Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand
Council/Agency Meeting Held:_ c O&
Deferred/Continued to:
),Ap rove C nd'tionally proved ❑ Denied
Ci lerk's ignat r
Council Meeting Date: September 6, 2011
Department ID Number: AD-11-023
SUBMITTED TO: Honorable Mayor and City Council Members
SUBMITTED BY: Fred A. Wilson, City Manager
PREPARED BY: Bob Hall, Deputy City Manager
SUBJECT: Authorize ChargePoint Master Services Subscription Agreement with
Coulomb Technologies for twelve electric vehicle charging stations
through the ChargePoint America network program.
Statement of Issue: City Council is being asked to authorize execution of Master Services
Subscription Agreement with Coulomb Technologies for the ChargePoint America electric
vehicle charging station network program. The program provides charging infrastructure at
five locations throughout Huntington Beach for public use.
Financial Impact: Funding for the equipment and installation of twelve charging stations
will be covered entirely by federal and state grants. Through the Department of Energy -
funded ChargePoint America program, Coulomb Technologies will supply equipment for
twelve charging stations at no cost to the city. The grant includes a warranty and service
agreement until December 2013, at which time the city will assume equipment ownership
and the annual network standard service fee ($410 per unit) thereafter.
A grant through the California Energy Commission will cover the cost of installation for the
charging stations.
The city will be responsible for electricity consumed by the charging stations, but may pass
these costs on to the user.
Recommended Action: Motion to:
A) Authorize the Mayor and City Clerk to execute the "Chargepoint Master Services
Subscription Agreement" upon submission of final agreement; and
B) Adopt a fee structure for EV charging station use; and
C) Authorize City Manager to execute any subsequent documents approved as to form by
the City Attorney necessary to advance, manage, and complete the project.
tog -347- Item 11. - 1
Alternative Action(s):
1) Council may pick a different rate structure and instruct staff to return with a User Fee
Resolution for approval;
2) Direct staff to use AQMD funds to cover the cost that would have been passed to the
user;
3) Do not approve ChargePoint America program and advise staff on how to proceed.
Item 11. - 2 HB -348-
REQUEST FOR COUNCIL ACTION
MEETING DATE: 3/6/2011 DEPARTMENT ID NUMBER: AD-11-023
Analysis: The Federal government through the Department of Energy wants to create
an electric vehicle -charging infrastructure so that people will feel comfortable with acquiring
electric cars. Electric vehicles are good for the environment, as they emit no harmful
greenhouse or noxious gases. They reduce the country's reliance on foreign oil, and they
cost less to operate than gas powered vehicles. Ten major automobile manufacturers have
announced their plans to roll out electric vehicles by the end of 2011 and public charging
infrastructure is a major concern for EV adoption. Making public charging infrastructure
available will alleviate anticipated "range anxiety" for EV purchasers. Southern California
Edison has identified Huntington Beach as a top -five early adopter of electric vehicles in
the service region. Therefore, installing public electric vehicle charging stations will address
the anticipated demand and also further designate Huntington Beach as a destination for
green living.
The City of Huntington Beach has an opportunity to gain twelve electric vehicle charging
stations through the Department of Energy —funded. ChargePoint America Program. The
program is administered through Coulomb Technologies, Inc. with objectives to encourage
public use of clean and efficient electric vehicles, track the use of charging stations for
extensive data collection and create jobs. In exchange for allowing the Department of
Energy to collect usage data, the grant offers equipment for twelve charging stations
(valued at $55,000) at no cost to the City. Additionally, a grant from the California Energy
Commission will cover the cost of installation (valued at $75,000).
Clean Fuel Connections is the local Coulomb Technologies participating distribution partner
responsible for maintenance of the charging stations. This includes being available to
provide on -site assistance to resolve critical issues. The stations will be owned and
maintained by Clean Fuel Connections and the Network Standard Service fee will be paid
by Coulomb Technologies through the end of 2013, at which time the ownership will be
turned over fully to the city with no obligation to continue the program.
Grant qualifications:
The electric vehicle charging stations are scheduled to be installed and operational in the
designated city -owned Huntington Beach parking areas by October 2011, in order to qualify
for grant funding. The objective of the grant is to identify highly visible, publically
accessible, geographically dispersed locations for the charging stations to provide usage
data to the DOE and automobile partners. Nine major metropolitan areas were selected for
the ChargePoint America program. The City of Huntington Beach qualifies due to its
proximity to metropolitan Los Angeles.
The charging stations are connected to the internet to allow electric vehicle owners to
search for available charging stations using their smart phones. For the program to work
properly, each electric vehicle charging station requires a single vehicle parking space in
which parking is restricted to actively charging electric vehicles.
KB -349- Item 11. - 3
REQUEST FOR COUNCIL ACTION
MEETING DATE: 9/6/2011 DEPARTMENT ID NUMBER: AD-11-023
Proposed locations:
Representatives from Clean Fuel Connections and their partner installation electricians, the
Linc Group, visited Huntington Beach on August 9 to perform a site survey for suitable
locations and potential installation costs. Program suitability is determined by high visibility,
proximity to a significant power supply, wireless network connectivity, proximity to other
stations in the network and potential for utilization. The sites proposed by Clean Fuel
Connections and Linc Group include:
® 64
® a 0 •
0
103 Pacific Coast
Sunset Vista RV Parking
4
Hwy
HB
92648
405 Pacific Coast
Pier Plaza Parking Lot
2
Hwy
HB
92648
Main Promenade Parking Structure
2
200 Main Street
HB
92648
Civic Center Visitor Parking
2
2000 Main Street
HB
92648
Bella Terra Parking Structure
2
7777 Edinger Ave
HB
92647
TOTAL 12
Product information and installation:
The ChargePoint Networked Charging Stations will work with any electric vehicle on the
market. The CT2100 model charging stations are dual output stations designed for public
outdoor applications. The program offers Level II stations with the SAE J1772 connector
now standard on all electric vehicles via a fixed 18-foot cable. Level II charging is 220-240
volts and takes 4-6 hours for a full charge, which is what most electric vehicle consumers
consider optimal. Each charging station also has Level I output charging via a NEMA 5-20
receptacle protected behind a locking door. Both outputs can deliver energy
simultaneously.
Drivers access and energize the station with a ChargePass card or contactless credit card
to eliminate energy theft and to enhance safety. Algorithms ensure power is delivered only
when a driver is authorized and the EV connector is properly inserted. The ChargePoint
network includes 24 hour driver assistance, station location and availability, trip mapping,
billing and notification services.
Charging station installation, for most ChargePoint America participants, is paid for by the
municipality. However, the City of Huntington Beach is eligible to apply for a California
Energy Commission grant to cover the cost of installation.
Electricity consumption:
In June 2011, the City of Laguna Beach completed installation of two electric vehicle
charging stations through the ChargePoint America program. Utilizing the model developed
by the City of Laguna Beach, the maximum electricity consumed by the charging stations is
7.2kW. The City pays approximately $0.16 per kWh for electricity. Assuming the peak
charging rate at today's electricity cost, the maximum the City would pay for the electricity
used by each station during car charging is $1.15 per hour. Assuming 4 hours of charging
for each unit the City could pay up to $46 per day for electricity.
Item 11. - 4 HB -350-
REQUEST FOR COUNCIL ACTION
MEETING DATE: 9/6/2011 DEPARTMENT ID NUMBER: ADA1-023
Rate structure options:
Most operational public electric car charging stations in Southern California are free. Due to
the infancy of electric vehicle technology, there is little useful data on usage by "typical"
consumers. Charging requirements will likely remain highly variable among different drivers
depending on factors such as the capacity of the vehicle, level of charge, time available,
charging location and range required.
While the ChargePoint America program does not allow station owners to charge per kWh,
the city may charge users a fixed fee, a time per hour fee, a monthly all-inclusive fee or
determine another fee structure.
The following three fee structure options are presented for consideration by the Council:
Hourly
Daily Maximum
Rate
Flour Parking
Maximum
Option 1
$1.00
$4.00
4 hours
Option 2
$3.00
$12.00
4 hours
Option 3
Free
Free
4 hours
Staff recommends implementing Option 3 for electric car charging station fees in order to
gather usage data through the end date of the ChargePoint program in December 2013.
Normal parking rates will apply in fee lots. During the grant funded period, staff will monitor
energy consumption and should the average use per station exceed the estimated $46 per
day, we will return with a new recommended fee structure. The information gathered
during this program will be reported to the City Council in December of 2013. At that time
the City Council could modify the program including rate structure, number of stations,
locations and regulations if necessary to cover the anticipated Network Service Fee
assumed by the city in January 2014.
Transaction analysis:
ChargePoint America provides the standardized billing system for these charging stations
throughout the country. If City Council decides to move forward with a User Fee for the
charging stations, the following transaction fees will apply:
Transactions Trans
< 1.500/month 5.00%
< 3.000/month 4.50%
< 6,000/month 3.50%
RB -351_ Item 11. - 5
REQUEST FOR COUNCIL ACTION
MEETING DATE: 9/6/2011 DEPARTMENT ID NUMBER: AD-11-023
Transactions
Trans
< 1,500/month 6.00%
< 3,000/month 5.50%
< 6,000/month 4.00%
< 15,000/month < 15,000/month 3.50%
1. Requires Execution of Flex Billing MSA to activate service
Environmental Status: This project is exempt from CEQA under the following provisions:
§15268 — Ministerial projects; each installation for energy efficiency does not require
discretionary approval.
§15301 — Class 1; Maintenance/permitting/minor alteration of existing public/private
structure. Negligible/no expansion of existing uses.
Strategic Plan Goal: Maintain, improve and obtain funding for infrastructure and equipment
Attachment(s):
Item 11. - 6 HB _ 152_
CHARGEPOINT@
MASTER SERVICES SUBSCRIPTION AGREEMENT
IMPORTANT: PLEASE READ THIS MASTER SERVICES SUBSCRIPTION AGREEMENT ("AGREEMENT"')
CAREFULLY.
THIS AGREEMENT GOVERNS REGISTRATION OF YOUR CHARGING STATION ON THE CHARGEPOINT
NETWORK AND ACTIVATION OF CHARGEPOINT NETWORK SERVICES. SUBSCRIBING FOR A
CHARGEPOINT NETWORK SERVICE CONSTITUTES ACCEPTANCE OF ALL OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND IS BINDING ON YOU AND THE BUSINESS ENTITY YOU
REPRESENT (COLLECTIVELY, "SUBSCRIBER" OR "YOU"). IF YOU ARE ENTERING INTO THIS AGREEMENT
ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY
TO BIND SUCH COMPANY OR OTHER LEGAL ENTITY AND ITS AFFILIATES TO THESE TERMS AND
CONDITIONS; IF NOT, YOU MAY NOT ENTER INTO THIS AGREEMENT AND MAY NOT USE THE
CHARGEPOINT SERVICES.
YOU MAY NOT ACCESS THE CHARGEPOINT SERVICES IF YOU ARE A DIRECT COMPETITOR OF CTI
EXCEPT WITH CTI'S PRIOR WRITTEN CONSENT. IN ADDITION, YOU MAY NOT ACCESS THE
CHARGEPOINT SERVICES FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR
FUNCTIONALITY, OR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSE.
1. DEFINITIONS. The following terms shall have the definitions set forth below when used in this
Agreement:
1.1 "Affiliate" means any entity which 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.
1.2 "Chargepass'"' RFID Card" means a CTI provisioned radio -frequency identification card
issued to a ChargePass Account Holder which permits a User of such card access to the ChargePoint
Network for the delivery of Subscriber -provided services and the ChargePass Account Holder to use the
ChargePoint Network to manage their ChargePass Account.
1.3 "ChargePass Account" means an account registered with CTI that permits a User to
prepay for access to Networked Charging Stations utilizing a ChargePassRFID Card.
1.4 "ChargePass Account Holder" means a User who has registered with the Network
Operator and created a ChargePass Account.
1.5 "ChargePoint Network" means the Network Operator provisioned software, firmware,
hardware (excluding Charging Stations owned and registered by Subscribers) and services for
Subscribers and Users that, among other things, provision, manage, and allow access to Networked
Charging Stations by ChargePass Account Holders via the RFID Card and by other Users via the
utilization of contactless RFID embedded credit cards, or authorized credit or electronic debit card
transactions and permit Subscribers to register, activate, monitor and operate Charging Stations .
1.6 "ChargePoint Network Standard Service" means the bundled group of ChargePoint
Services that assist in the basic operation of the Networked Charging Stations. The ChargePoint
Network Standard Service is required to be subscribed to by Subscriber in order to register and activate
a Charging Station on the ChargePoint Network.
1.7 "ChargePoint Services" means the ChargePoint Network support services and
ChargePoint software applications, as such may be introduced and made available to Subscribers by the
07-07-10rev2
Network Operator from time to time, which provide network support and functionalities for Users and
Subscribers and allow Subscribers, among other things, to monitor and control Networked Charging
Stations. ChargePoint Services, including, but not limited to, the ChargePoint Network Standard Service,
are made available for subscription by Subscribers pursuant to Purchase Orders entered into between
Subscriber and CTI.
1.8 "Charging Session" has the same definition as "Session" set forth below.
1.9 "Charging Station" means the electric vehicle charging station(s) installed by Subscriber
at the Subscriber Location(s), either manufactured by CTI or by another entity, which have embedded
within them CTI proprietary hardware and firmware, enabling Subscriber to register and activate such
charging stations on the ChargePoint Network. A charging station may be designated by a Subscriber as
a Commercial Charging Station or a Free Charging Station, a Public Charging Station or a Private Charging
Station and such designations may be changed at any time with respect to any Networked Charging
Station(s) utilizing the ChargePoint Network Standard Service.
1.10 "Commercial Charging Station" means a Charging Station that is designated by the
Subscriber as one where Users must pay a Session Fee for access to the Charging Station.
1.11 "CTI" means Coulomb Technologies, Inc., a Delaware corporation.
1.12 "CTI Marks" means the various trademarks, service marks, names and designations
used in connection with the CTI manufactured Charging Stations and/or the ChargePoint Network,
including, without limitation, ChargePoint and ChargePass.
1.13 "CTI Intellectual Property" means all intellectual property of CTI relating to the CTI
Marks, the ChargePoint Network, the ChargePoint Services, ChargePass, ChargePass RFID Cards,
ChargePass Accounts and all other Intellectual Property Rights of CTI.
1.14 "Documentation" means written information (whether contained in user or technical
manuals, product materials, specifications or otherwise) pertaining to ChargePoint Services and/or the
ChargePoint Network and made available by the Network Operator to Subscribers and/or Users in any
manner (including on-line).
1.15 "Free Charging Station" means a Charging Station that is designated by the Subscriber
as one where Users do not pay a Session Fee for access to the Charging Station.
1.16 "Intellectual Property Rights" means all intellectual property rights, including, without
limitation, patents, patent applications, patent rights, trademarks, trademark applications, trade names,
service marks, service mark applications, copyrights, copyright applications, franchises, licenses,
inventories, know-how, trade secrets, Subscriber lists, proprietary processes and formulae, all source
and object code, algorithms, architecture, structure, display screens, layouts, inventions, development
tools and all documentation and media constituting, describing or relating to the above, including,
without limitation, manuals, memoranda and records.
1.17 "Malicious Code" means viruses, worms, time bombs, Trojan horses and other malicious
code, malware, spyware, files, scripts, agents or programs.
1.18 "Net Session Fees" means all Session Fees actually collected on behalf of the Subscriber
from Users by Network Operator for use of Networked Charging Stations less Session Authorization Fees
and Session Processing Fees, as well as any Taxes and Regulatory Charges, if any, required by law to be
collected by CTI from Users in connection with the use of Networked Charging Stations . Except as
required by law, Subscriber shall be responsible for the payment of all Taxes and Regulatory Charges
incurred in connection with the Networked Charging Stations.
Page 2 of 16
2010-07-07
1.19 "Networked Charging Station" means a Charging Station for which a Subscriber has
subscribed for the ChargePoint Network Standard Service and registered and activated such Charging
Station on the ChargePoint Network.
1.20 "Network Operator" means the entity responsible for provisioning, managing and
maintaining the ChargePoint Network and offering ChargePoint Services. CTI is the Network Operator in
North America but is permitted at any time to assign its rights and obligations as Network Operator
under this Agreement to another entity.
1.21 "Network Web Portal" means any of the secure Internet web portals established and
maintained by the Network Operator which will allow (i) Subscriber through its Subscriber Accounts to
access ChargePoint Services for the management and control of Subscriber's Networked Charging
Stations and (ii) ChargePass Account Holders through their respective ChargePass Accounts to track their
use of Networked Charging Stations, replenish ChargePass RFID Cards and otherwise manage their
ChargePass Account.
1.22 "Party" means the Network Operator and Subscriber.
1.23 "Private Charging Station" means a Charging Station for which access by the general
public is restricted (e.g., a Charging Station located in a private parking facility or restricted corporate
campus).
1.24 "Public Charging Station" means a Charging Station that is accessible by any User
subject only to stated hours of operation.
1.25 "Purchase Order" means the purchase order(s) or other documentation entered into
between Subscriber and the Network Operator, its distributors or other authorized representatives for
the subscription of ChargePoint Services the terms of which are incorporated herein by reference.
1.26 "Purchased ChargePoint Services" means those ChargePoint Services made available by
the Network Operator and for which a Subscription has been purchased by Subscriber with respect to
any of Subscriber's Networked Charging Stations or for which the Subscription Term has automatically
been renewed pursuant to Section 8.3 (Automatic Renewal of Subscriptions).
1.27 "Regulatory Charges" is defined in Section 4.6 (Taxes and Regulatory Charges).
1.28 "Session" or "Charging Session" means a continuous period of time measuring not less
than five (5) minutes commencing when a User has accessed a Networked Charging Station and the
delivery of Subscriber provided services has been initiated and terminating upon the cessation by such
User of the Subscriber provided services.
1.29 "Session Authorization Fees" means the fees payable by the Subscriber to the Network
Operator to pre -authorize a Charging Session at a Commercial Networked Charging Station.
1.30 "Session Fees" means the fees set by the Subscriber for a Charging Session, including
any applicable Taxes and/or Regulatory Charges.
1.31 "Session Processing Fees" means the fees charged by the Network Operator for the
management, collection and processing of Session Fees on behalf of Subscriber and the remittance of
Net Session Fees to Subscribers.
1.32 "Session Transaction Fees" means the complete set of fees, session authorization fees
and session processing fees, charged by the Network Operator to the Subscriber for collection of User
Session Fees on behalf of the Subscriber, as well as any applicable Taxes and Regulatory Charges.
Page 3of16
2010-07-07
1.33 "Software Application" means computer programs, including firmware, as provided or
otherwise made available to Subscriber by the Network Operator, or its distributors or other authorized
representatives, as embedded in or downloaded by Subscriber to the Subscriber's Charging Stations,
related products and any Upgrades.
1.34 "Subscriber" is an owner of one or more Charging Stations for which Subscriber has
purchased Subscriptions for ChargePoint Services and registered with and activated on the ChargePoint
Network.
1.35 "Subscriber Account" means an account established by a Subscriber
1.36 "Subscriber Location(s)" means the physical locations where Subscriber has installed
Networked Charging Stations registered with the ChargePoint Network.
1.37 "Subscription" means a subscription for ChargePoint Services purchased by a
Subscriber.
1.38 "Subscription Fees" means the fees payable by Subscriber to the Network Operator for
subscribing to any of the ChargePoint Services.
1.39 "Subscription Term" means the Term for which Subscriber has purchased a Subscription
for Purchased ChargePoint Services for a Networked Charging Station.
1.40 "Taxes" is defined in Section 4.6 (Taxes and Regulatory Charges).
1.41 "Upgrades" means any authorized upgrades, updates, bug fixes or modified versions of
Software Applications furnished by the Network Operator.
1.42 "Users" means any person using Networked Charging Stations including, without
limitation, ChargePass Account Holders.
1.43 "You" or "Your" means the company or other legal entity for which you are accepting
this Agreement and the Affiliates of that company or entity.
2. CTI'S RESPONSIBILITIES AND AGREEMENTS.
2.1 NETWORK OPERATION. The Network Operator shall be solely responsible for: (i)
Provisioning and Operating the ChargePoint Network — provisioning and operating, maintaining,
administration and support of the ChargePoint Network infrastructure (but excluding Subscribers'
Charging Stations and infrastructure for transmitting data from Networked Charging Stations to any
ChargePoint Network operations center); (ii) Provisioning and Operating Network Web Portals —
provisioning and operating, maintaining, administration and support of the Network Web Portals; (iii)
User Acquisition, Administration and Support -- acquisition and registration of new ChargePass Account
Holders, administration and support of ChargePass Accounts and provisioning the support services for
Users embodied in the ChargePoint Services, and (iv) Data Protection — using commercially reasonable
efforts to comply with all applicable laws and regulations of the United States of America and all other
governmental entities governing, restricting or otherwise pertaining to the use, distribution, export or
import of data, products, services and/or technical data whether such information or data relates to
either the Subscriber or Users in connection with the ChargePoint Network.
2.2 PURCHASED CHARGEPOINT SERVICES. The Network Operator shall make the
Purchased ChargePoint Services available to Subscriber pursuant to this Agreement and the applicable
Purchase Orders for each Networked Charging Station during the Subscription Term. The Network
Operator represents and warrants that: (i) Authority -- it has the power and authority to enter into and
be bound by this Agreement, (ii) Performance of ChargePoint Services -- the ChargePoint Services shall
Page 4 of 16
2010-07-07
perform materially in accordance with the Documentation, (iii) Support for Purchased ChargePoint
Services — it will provide all support for Purchased ChargePoint Services and technical support and
maintenance for all Software Applications as set forth in the Documentation, including, without
limitation, Upgrades, (iv) Continuity of Purchased ChargePoint Services — It will use commercially
reasonable efforts to make the Purchased ChargePoint Services available 24 hours a day, 7 days a week,
365 days per year, except for planned downtime (of which Subscriber shall be given not less than eight
(8) hours prior notice via electronic messaging to the email address for notices specified in each
Subscriber Account), (v) No Decrease in Functionality of ChargePoint Services -- subject to Section
2.3(vi), the functionality of the ChargePoint Services shall not materially decrease during the
Subscription Term, and (vi) Malicious Code — it will use commercially reasonable efforts to ensure that it
does not transmit to Subscriber any Malicious Code (excepting Malicious Code transmitted to CTI or the
Network Operator by Subscriber or its Affiliates). Subscriber's exclusive remedy for a breach of any of
the foregoing shall be as provided in Section 8.4 (Termination) and Section 8.5 (Refund or Payment
Upon Termination) as set forth below.
2.3 LIMITATIONS ON RESPONSIBILITY. Neither CTI, its distributors nor its other authorized
representatives nor the Network Operator shall be responsible for, or makes any representation or
warranty to Subscriber with respect to the following: (i) Competing Subscriber Locations -- specific
location(s) or number of Networked Charging Stations now, or in the future, owned, operated and/or
installed by Subscribers other than Subscriber, or the total number of Networked Charging Stations that
comprise the ChargePoint Network; (ii) Electrical Service Interruptions — continuous availability of
electrical service to any Networked Charging Stations; (iii) Cellular and Internet Service Interruptions —
continuous availability of any wireless or cellular communications network or Internet service provider
network not operated by CTI or the Network Operator; (iv) Network Intrusions — availability of or
interruption of the ChargePoint Network attributable to unauthorized intrusions; (v) Unregistered
Charging Stations -- Charging Stations that are not registered and activated with the ChargePoint
Network, and (vi) Google"" Services — the continued availability of any Google services incorporated for
use with the ChargePoint Services; provided that, if Google ceases to make the Google Application
Programming Interface ("API") or any similar program available on reasonable terms for the ChargePoint
Services, the Network Operator shall make commercially reasonable efforts to replace the Google API or
such similar program with products providing similar functionalities if such products are available upon
terms which the Network Operator, in its reasonable discretion, believes are commercially reasonable;
and provided further that, if Google ceases to make the Google AN or similar program available, or
available on reasonable terms for the ChargePoint Services, the Network Operator may cease providing
such features without entitling Subscriber to any refund, credit or other compensation.
2.4 DISCLAIMER OF WARRANTY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS
SECTION 2, NEITHER CTI, THE NETWORK OPERATOR NOR ANY OF THEIR RESPECTIVE DISTRIBUTORS OR
OTHER AUTHORIZED REPRESENTATIVES AS APPLICABLE, MAKES ANY WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND HEREBY EXPRESSLY DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY FOR FITNESS FOR A
PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
3. SUBSCRIBER RESPONSIBILITIES AND AGREEMENTS
3.1 GENERAL. Subscriber shall be solely responsible for: (i) Installation of Charging
Stations and/or Related Electrical Vehicle Charging Products — the purchase and installation of
Subscriber's Charging Stations and other electrical vehicle charging products shall be at Subscriber's sole
cost and expense; (ii) Registration and Activation of Charging Stations with the ChargePoint Network —
registration with and activation of Subscriber's Charging Stations on the ChargePoint Network through a
Page 5 of 16
2010-07-07
Network Web Portal, including, without limitation, keeping current Subscriber's contact information,
email address for the receipt of notices hereunder, billing address for invoices and payment of
Subscriber's Net Session Fees due under this Agreement; (iii) Pricing and Access -- setting the pricing
(including all applicable Taxes and Regulatory Charges) for any Subscriber provided services accessed by
Users through Networked Charging Stations that are designated Commercial Charging Stations and any
conditions limiting access thereof, (iv) Update of Registration of Charging Stations -- if a Networked
Charging Station is moved from its registered location Subscriber shall update the registration location
of the Networked Charging Station on the appropriate Network Web Portal within five (5) business days
of making any change in the Subscriber Location(s); (v) Identification of Charging Stations and
Subscriber Locations — provisioning and installation of appropriate signage that clearly and prominently
identifies and, where appropriate, provides directions to the Subscriber Locations so that they may be
easily located by Users; (vi) Public Access Level — designation of each Networked Charging Station as
either a Public Charging Station or a Private Charging Station; (vii) Commercialization — designation of
each Networked Charging Station as either a Commercial Charging Station or a Free Charging Station;
(viii) Appearance and C►eanliness -- keeping Networked Charging Stations and Subscriber Locations(s)
clean and free of graffiti, unauthorized advertising, debris and other materials that would obscure, block
access or otherwise detract from or cast a negative light on the reputation of the ChargePoint Network;
(ix) Maintenance, Service and Repair of Networked Charging Stations — the maintenance, service,
repair and/or replacement of Subscriber's Networked Charging Stations as needed, including
deactivation of Networked Charging Stations that are non -operational and not intended to be replaced
or repaired by Subscriber within ten (10) business days from the ChargePoint Network; (x) Location of
Charging Stations -- assuring the accessibility, lighting and other factors pertaining to the safety of
Users while utilizing the Charging Stations not directly related to the design or manufacture of the
Charging Stations themselves; and (xi) Compliance with Laws — operating and maintaining the
Subscriber's Networked Charging Stations in a manner that complies with all applicable laws.
3.2 REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber represents and
warrants to CTI, the Network Operator, their respective its distributors and other authorized
representatives that: (i) Authority -- Subscriber has the power and authority to enter into and be
bound by this Agreement and to install the Charging Stations and any other electrical vehicle charging
products to be registered and activated on the ChargePoint Network at the Subscriber Location(s); (ii)
No Violation With Subscriber's Electrical Supply or Other Agreements -- Subscriber assumes all
responsibility that the electrical usage consumed by any of Subscriber's Networked Charging Station
does 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 isa party; (iii)
Installation of Charging Stations Will Not Violate Any Other Agreements or Laws -- Subscriber will not
install or 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. Subscriber will observe all legal
requirements with respect to vehicle clearances from intersections, points of ingress or egress and
public infrastructure such as fire hydrants, lampposts, parking meters, and will otherwise observe all
applicable governmental restrictions or restrictions applicable to the Subscriber Locations under any
other agreements to which Subscriber is subject; and (iv) Compliance Laws -- Subscriber will comply
with all applicable laws.
3.3 FURTHER AGREEMENTS OF SUBSCRIBER MADE IN CONNECTION WITH REGISTRATION
OF CHARGING STATIONS ON THE CHARGEPOINT NETWORK AND USE OF CHARGEPOINT SERVICES.
Subscriber further acknowledges and agrees with the Network Operator, CTI, and their respective
distributors and authorized representatives, as applicable, as follows: (i) Display of CTI Marks --
Subscriber will not remove, conceal or cover the CTI Marks or any other markings, labels, legends,
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trademarks, or trade names installed or placed on the Networked Charging Stations or any peripheral
equipment for use in connection with the Networked Charging Stations for so long as such Charging
Stations are Networked Charging Stations; (ii) Use of Network Web Portals -- Subscriber shall comply
with, and shall have responsibility for and cause all other persons accessing or using Network Web
Portals to comply with, all of the rules, regulations and policies of the Network Operator, as well as
other networks and computer systems used to access Network Web Portals, whether operated by
Subscriber, its suppliers or others and Subscriber agrees to indemnify and hold the Network Operator,
CTI, and their respective distributors and authorized representatives, directors, shareholders, officers,
agents, employees, permitted successors and assigns harmless from any third party notices, allegations,
claims, suits or proceedings (each, a "Claim") resulting from Subscriber's use of Network Web Portals
and the ChargePoint Services in violation of the terms of this Section 3.3(ii) or of Section 3.3(iii); (iii) Use
of the ChargePoint Network and ChargePoint Services — Subscriber shall be responsible for use of the
ChargePoint Services in compliance with this Agreement, and in particular, shall: (A) use its
commercially reasonable efforts to prevent unauthorized access to Purchased ChargePoint Services, (B)
use the Purchased ChargePoint Services only in accordance with the Documentation and applicable laws
and government regulation, (C) shall not sell, resell, rent or lease the Purchased ChargePoint Services,
(D) shall not interfere with or disrupt the integrity of the ChargePoint Network, the ChargePoint Services
or any third party data contained therein, and (E) shall not attempt to gain unauthorized access to the
ChargePoint Network or the ChargePoint Services or their related systems or networks; (iv) Future
ChargePoint Services— Purchase Orders are not contingent on the delivery of any future functionality or
features, nor dependent on any oral or written comments anticipating future functionality or features;
(iv) Ownership of Data -- All data collected by the Network Operator in connection with the operation of
the ChargePoint Network shall be owned by CTI and the Network Operator and Subscriber
acknowledges and agrees that Subscriber shall have no right of access or the use of such data for any
purpose other than the management of Subscriber's Networked Charging Stations while registered with
the ChargePoint Network.
4. FEES AND PAYMENT FOR PURCHASED CHARGEPOINT SERVICES.
4.1 SUBSCRIPTION FEES. Subscriber shall pay the Subscription Fees set forth on any
Purchase Order for Purchased ChargePoint Services. Except as otherwise specified herein or in any
Purchase Order, (i) Subscription Fees are quoted in and payable in U.S. Dollars, (ii) Subscription Fees are
based on ChargePoint Services purchased and not on actual usage, (iii) payment obligations are non -
cancelable and are non-refundable, and (iv) Subscriptions are non -transferable (provided, that any
Subscription may be transferred to a Charging Station that is purchased by Subscriber to replace a
previously Networked Charging Station). Subscription Fees are based on annual periods that begin on
the date of the Subscription start date and end each annual anniversary thereafter.
4.2 INVOICING AND PAYMENT. Subscriber shall provide the Network Operator with valid
and up to date credit card information if Subscriber is subscribing for ChargePoint Services online
through the applicable Network Web Portal. In all other cases, payment of Subscription Fees shall be
made under the terms of any accepted Purchase Order pursuant to a method of payment reasonably
acceptable to the Network Operator. Where Subscriber provides credit card information to the Network
Operator through such Network Web Portal for the payment of Subscription Fees, Subscriber hereby
authorizes the Network Operator to charge such credit card for all Purchased ChargePoint Services for
the initial Subscription Term and the automatic renewal of Subscription Term(s) as set forth in Section
8.3 (Automatic Renewal of Subscriptions). All credit card charges shall be made in advance, either
annually or in accordance with the terms of the accepted Purchase Order. If the Purchase Order
specifies that payment shall be made by a method other than credit card, the Network Operator, its
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distributors or authorized representatives, as applicable, shall invoice Subscriber in advance in
accordance with the accepted Purchase Order (including the automatic renewal of Subscription Term(s))
and invoiced charges shall be due within thirty (30) days of the invoice date.
4.3 OVERDUE SUBSCRIPTION FEES. If any invoiced Subscription Fees are not received by
the Network Operator by the due date, then such charges: (i) may accrue late interest at the rate of one
and one-half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by
law, whichever is lower, from the date such payment was due until paid, and (ii) the Network Operator
may condition future Subscription renewals and acceptance of Purchase Orders on payment terms other
than those set forth herein.
4.4 ACCELERATION AND SUSPENSION OF CHARGEPOINT SERVICES. If any amount owing
by Subscriber under this Agreement for Subscription Fees for Purchased ChargePoint Services or under
any other agreement between the Network Operator and Subscriber is more than thirty (30) days
overdue (or, in the event that Subscriber has authorized the Network Operator to charge the amount
owing to Subscriber's credit card and payment under such credit card has been declined, more than 5
days has passed since Subscriber has received notice from the Network Operator of such event), the
Network Operator may, without otherwise limiting the Network Operator's rights or remedies,
accelerate Subscriber's unpaid fee obligations under such agreements so that all such obligations
become immediately due and payable, and suspend the use by Subscriber of the Purchased ChargePoint
Services until such amounts are paid in full.
4.5 PAYMENT DISPUTES. The Network Operator shall not exercise its rights under Section
4.3 (Overdue Subscription Fees) or Section 4.4 (Acceleration and Suspension of ChargePoint Services) if
the applicable charges are under reasonable and good faith dispute and Subscriber is cooperating
diligently to resolve the dispute.
4.6 TAXES AND REGULATORY. CHARGES. Unless required bylaw or otherwise stated herein,
Session Authorization Fees and Session Processing Fees do not include any taxes, levies, duties or similar
governmental assessments of any nature, including, but not limited to, value added, sales, local, city,
state or federal taxes ("Taxes") or any fees or other assessments levied or imposed by any governmental
regulatory agency ("Regulatory Charges"). Subscriber is responsible for the payment of all Taxes and
Regulatory Charges hereunder in connection with Purchased ChargePoint Services, Session Fees, Session
Authorization Fees and Session Processing Fees; provided, that the Network Operator is solely
responsible for all Taxes and Regulatory Charges assessable based on the Network Operator's income,
property and employees. Where the Network Operator is required by law to collect and/or remit the
Taxes or Regulatory Charges for which Subscriber is responsible, the appropriate amount shall be
invoiced to Subscriber in accordance with this Section 4 and deducted by the Network Operator from
Session Fees, unless Subscriber has otherwise provided the Network Operator with a valid tax or
regulatory exemption certificate or authorization from the appropriate taxing or regulatory authority.
5. FLEX -BILLING SERVICE FOR NETWORKED CHARGING STATIONS.
5.1. SESSION FEES. Subscriber shall have sole authority to determine and set in real-time a
User's Session Fees (which shall include all applicable Taxes and Regulatory Charges) applicable to
Subscriber's Networked Charging Stations that are designated as Commercial Charging Stations.
5.2 SESSION TRANSACTION FEES. In exchange for the Network Operator collecting Session
Fees on behalf of the Subscriber, the Subscriber hereby authorizes the Network Operator to deduct
from all Session Fees collected: (i) a Session Authorization Fee, and (ii) a Session Processing Fee, each in
the amount and subject to the terms and conditions as set forth in Schedule 1.
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5.3 PAYMENT TO SUBSCRIBER OF NET SESSION FEES. The Network Operator shall remit to
Subscriber not more than thirty (30) days after the end of each calendar month to the address set forth
in Subscriber's Account information registered on the applicable Network Web Portal all Net Session
Fees.
5.5 NO COMMERCIALIZATION OF CHARGING STATIONS PRIOR TO JULY 1, 2010. Subscriber
acknowledges and agrees that prior to July 1, 2010, Networked Charging Stations shall not be
commercialized, i.e., no Session Authorization Fee will be paid by Subscribers and no Session Fees will be
collected from Users.
6. PROPRIETARY RIGHTS.
6.1 RESERVATION OF RIGHTS. Subject to the limited rights granted expressly hereunder,
CTI reserves all right, title and interest in and to the ChargePoint Services, including all related
Intellectual Property Rights. No rights are granted to Subscriber hereunder except as expressly set forth
herein. CTI shall have a royalty -free, worldwide, transferable, sublicensable, irrevocable perpetual
license to use or incorporate in the ChargePoint Services any suggestions, enhancement requests,
recommendations or other feedback provided by Subscribers or Users relating to the ChargePoint
Services.
6.2 RESTRICTIONS ON USE. Neither Subscriber nor any of its Affiliates shall: (i) permit any
third party to access the ChargePoint Services except as otherwise expressly provided herein or in any
Purchase Order, (ii) create derivative works based on the ChargePoint Services, (iii) copy, frame or
mirror any part or content of the ChargePoint Services, other than copying or framing on Subscribers
own intranets or otherwise for Subscriber's own internal business purposes, (iv) reverse engineer any
Charging Station or Software Application, or (v) access the ChargePoint Network, any Network Web
Portal or the ChargePoint Services in order to (A) build a competitive product or service, or (B) copy any
features, functions, interface, graphics or "look and feel" of any Network Web Portal or the ChargePoint
Services.
6.3 GRANT OF LIMITED LICENSE FOR CTI MARKS.
(a) LICENSE GRANT. Subscriber is granted under this Agreement the nonexclusive
privilege of displaying the CTI Marks during the Term of this Agreement in connection with the
Networked Charging Stations installed by Subscriber. Subscriber warrants that it shall not use any of the
CTI Marks for any products other than the Networked Charging Stations at the Subscriber Locations(s).
CTI may provide trademark usage guidelines with respect to Subscriber's use of the CTI Marks which will
be made available on a Network Web Portal, in which case Subscriber thereafter must comply with such
guidelines. If no such guidelines are provided, then for each initial use of the CTI Mark, Subscriber must
obtain CTI's prior written consent, which shall not be unreasonably withheld or delayed, and after such
consent is obtained, Subscriber may use the CTI Mark in the approved manner. The CTI Marks may not
be used under this Agreement as a part of the name under which Subscriber's business is conducted or
in connection with the name of a business of Subscriber or its Affiliates.
(b) NO REGISTRATION OF CTI MARKS BY SUBSCRIBER. Neither Subscriber nor any
of its Affiliates will take any action, directly or indirectly, to register or apply for or cause to be registered
or applied in Subscriber's favor or in the favor of any third party any CTI Marks or any patent, trademark,
service mark, copyright, trade name, domain name or registered design that is substantially similar to a
patent, trademark, service mark, copyright, trade name or registered design of CTI or the Network
Operator, or that is licensed to, connected with or derived from confidential, material or proprietary
information imparted to or licensed to Subscriber by CTI or the Network Operator.
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(c) USE OF CTI MARKS BY SUBSCRIBER ON INTERNET. Subscriber shall be entitled
to use the CTI Marks to promote the ChargePoint Network on Subscriber -owned websites and through
the Internet advertising of Subscriber and its Affiliates, provided, that Subscriber is limited to using the
CTI Marks in connection with the Internet as follows: (i) Compliance with Law -- the use must be in
compliance with local rules regarding advertising of the Networked Charging Stations and the
ChargePoint Network on the Internet; (ii) No Domain Name -- no license is granted to use or register
any domain name containing "CTI", the name of the Network Ooperator or the CTI Marks; and (iii)
Notice of License — Subscriber and its Affiliates, as applicable, will at all times indicate that each of the
CTI Marks is a mark of CTI and used under license, as appropriate.
(d) TERMINATION AND CESSATION OF USE OF CTI MARKS. Upon termination of
this Agreement Subscriber and its Affiliates will immediately discontinue all use and display of the name
"CTI", the name of the Network Operator and the CTI Marks.
6.4 FEDERAL GOVERNMENT END• USER PROVISIONS. CTI provides the ChargePoint
Services, including Software Applications and technology, for ultimate federal government end use
solely in accordance with the following: Government technical data and software rights related to the
ChargePoint Services include only those rights customarily provided to the public as defined in this
Agreement. This customary commercial license is provided in accordance with FAR 11.211 (Technical
Data) and FAR 11.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015
(Technical Data — Commercial items) and DFAR 226.7202-3 (Rights in Commercial Computer Software or
Computer Software Documentation). If a government agency has a need for rights not conveyed under
these terms, it must negotiate with CTI to determine if there are acceptable terms for transferring such
rights, and a mutually acceptable written addendum specifically conveying such rights must be included
in any applicable Purchase order, contract or other agreement.
7. INDEMNIFICATION
7.1 INDEMNIFICATION OF SUBSCRIBER BY CTI. CTI shall defend at its expense any third
party notices, allegations, claims, suits, or proceedings ("Claim") against Subscriber and its Affiliates, and
their respective directors, shareholders, officers, agents, employees, permitted successors and assigns,
to the extent alleging that the use of any of the ChargePoint Services as permitted hereunder or the CTI
Marks as furnished hereunder infringes or misappropriates the Intellectual Property Rights of any third
party, and to pay costs and damages finally awarded in any such suit or agreed to by CTI in settlement
with such third party (including reasonable attorney's fees and expenses), provided that CTI is notified
promptly in writing of the suit and at CTI's request and at its expense is given control of said suit and all
requested reasonable assistance for defense of same. CTI agrees that it shall not settle any Claim unless
Subscriber and its Affiliates, as applicable, are unconditionally released from any liability as part of any
settlement. This indemnity does not extend to any suit based upon any infringement or alleged
infringement of any Intellectual Property Rights by the combination of a product (including the
ChargePoint Services) furnished by CTI with other elements not furnished by CTI if such infringement
would have been avoided by the use of the CTI product (including in conjunction with the CTI furnished
ChargePoint Services) alone.
7.2 INDEMNIFCATION OF CTI AND THE NETWORK OPERATORBY SUBSCRIBER. Subscriber
shall defend CTI, the Network Operator , and their respective distributors, authorized agents, directors,
shareholders, officers, agents, employees, permitted successors and assigns against any Claim brought
by a third party (i) as a result of Subscriber's negligence or willful misconduct or (ii) alleging that
Subscriber's or any of its Affiliates' use of the ChargePoint Network or ChargePoint Services in violation
of this Agreement infringes or misappropriates the Intellectual Property Rights of any third party or
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violates applicable law, and to pay costs and damages finally awarded in any such suit or agreed to by
Subscriber in settlement with such third party (including reasonable attorney's fees and expenses),
provided that Subscriber is notified promptly in writing of the suit and at Subscriber's request and at its
expense is given control of said suit and all requested reasonable assistance for defense of same.
Subscriber agrees that it shall not settle any Claim unless CTI, the Network Operator, and their
respective distributors and/or other authorized representatives, as applicable, are unconditionally
released from any liability as part of any settlement.
7.3 LIMITATION OF LIABILITY. Except for liability for indemnification against third party
claims for infringement or misappropriation of intellectual property rights, the Network Operator and
CTI's aggregate liability under this Agreement shall not exceed the aggregate Subscription Fees paid by
Subscriber to the Network Operator in the calendar year prior to the event giving rise to the Claim. THE
FOREGOING DOES NOT LIMIT SUBSCRIBER'S PAYMENT OBLIGATIONS FOR THE PURCHASED
CHARGEPOINT SERVICES.
7.4 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. REGARDLESS OF WHETHER
ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTAIL PURPORSE OR OTHERWISE, IN NO EVENT WILL
CTI , THE NETWORK OPERATOR OR THEIR RESPECTIVE DISTRIBUTORS OR OTHER AUTHORIZED
REPRESENTATIVES BE LIABLE FOR ANY LOST REVENUE OR PROFIT, LOST OR DAMAGED DATA, BUSINESS
INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR
PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER
ARISING OUT OF THE USE OF OR INABILITY TO USE THE CHARGEPOINT NETWORK, ANY CHARGEPOINT
SERVICES, THIS AGREEMENT OR OTHERWISE OR BASED ON ANY EXPRESSED, IMPLIED OR CLAIMED
WARRANTIES BY SUBSCRIBER NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT AND EVEN IF CTI, THE
NETWORK OPERATOR OR THEIR RESPECTIVE DISTRIBUTORS, OTHER AUTHORIZED REPRESENTATIVES,
SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. BECAUSE SOME
STATES OR JURISDICITON DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR
INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
7.5 EXCLUSIVE REMEDY. The foregoing states the indemnifying party's sole liability to, and
the indemnified party's exclusive remedy against, the other party with respect to any Claim described in
this Section 7.
7.6 ELECTRICAL, CELLULAR AND INTERNET SERVICE INTERRUPTIONS. None of CTI, the
Network Operator, any of their respective distributors, other authorized representatives, or Subscriber
shall have any liability whatsoever to the other with respect to damages caused by: (i) electrical
outages, power surges, brown -outs, utility load management or any other similar electrical service
interruptions whatever the cause; (ii) interruptions in wireless or cellular service linking Networked
Charging Stations to the ChargePoint Network; (iii) interruptions attributable to unauthorized
ChargePoint Network intrusions; or (iv) interruptions in services provided by any Internet service
provider not affiliated with CTI or the Network Operator. This includes the loss of data resulting from
such electrical, wireless, cellular or Internet service interruptions.
8. TERM AND TERMINATION.
8.1 TERM OF AGREEMENT. This Agreement shall become effective on the date of
acceptance and continues until all Subscriptions (including any automatic renewals thereof) purchased
by Subscriber have been terminated or otherwise have expired.
8.2 TERM OF PURCHASED SUBSCRIPTIONS. Subscriptions purchased by Subscriber
commence on the start date specified in the Purchase Order and shall continue for the applicable
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Subscription Term specified therein for each Subscription or until the Purchased ChargePoint Services
provided pursuant to any Subscription are otherwise terminated, changed or canceled by the Network
Operator or Subscriber as allowed by the terms and conditions set forth herein.
8.3 AUTOMATIC RENEWAL OF SUBSCRIPTIONS. Unless otherwise specified in the
applicable Purchase Order, all purchased Subscriptions shall automatically be renewed for a period
equal to that of the expiring Subscription, unless either party gives the other notice of non -renewal not
less than thirty (30) days prior to the schedule expiration date for the relevant Subscription Term. The
per -unit pricing for any renewal term shall be the same as during the prior term unless the Network
Operator shall have given Subscriber notice to the email address for the Subscriber Account that
Subscriber has provided hereunder of any increase in pricing for Subscriptions not less than thirty (30)
days prior to the end of such expiring Subscription, in which case the price increase shall be effective
upon renewal and thereafter. Any such pricing increase shall not exceed ten percent (10%) over the
pricing for the relevant Purchased ChargePoint Services in the prior term, unless the pricing for such
expiring Subscription was designated in the applicable Purchase Order as promotional or a one-time
offer.
8.4 TERMINATION.
(a) BY THE NETWORK OPERATOR. This Agreement and the Purchased ChargePoint
Services furnished hereunder may be immediately suspended or terminated: (i) if Subscriber is in
material violation of any of Subscriber's obligations under this Agreement, provided, that Subscriber
shall be given written notice of such violation and if cured within thirty (30) days of such notice, any
suspension or termination of Purchased ChargePoint Services shall be restored and this Agreement shall
continue in effect, (ii) Subscriber becomes the subject of a petition in bankruptcy or any other
proceeding related to insolvency, receivership, liquidation or an assignment for the benefit of creditors,
(iii) upon the determination by any regulatory body that the subject matter of this Agreement is subject
to any governmental regulatory authorization or review, or (iv) if, pursuant to the terms of this
Agreement, the Network Operator is permitted the right to terminate upon the occurrence of an event
or events.
(b) BY SUBSCRIBER. This Agreement may be terminated by Subscriber for cause:
(i) upon thirty (30) days written notice given to the Network Operator alleging a material breach of this
Agreement and the alleged breach remains unremedied at the expiration of such period, or (ii) the
Network Operator becomes the subject of a petition in bankruptcy or any other proceeding related to
insolvency, receivership, liquidation or an assignment for the benefit of creditors. This Agreement may
be terminated by Subscriber upon the voluntary deactivation and removal from registration via the
applicable Network Web Portal of all Networked Charging Stations owned by Subscriber and its Affiliates
from the ChargePoint Network, at which time this Agreement shall terminate effective immediately;
provided, that Subscriber shall not be entitled to any refund of prepaid Subscription Fees as a result of
such termination.
8.5 REFUND OR PAYMENT UPON TERMINATION. Upon any termination of this Agreement
for cause by Subscriber pursuant to Section 8.4(b)(i), or (ii) or the election of the Network Operator to
terminate this Agreement pursuant to Section 8.4(a)(iii), the Network Operator shall refund to
Subscriber the pro-rata portion of any pre -paid Subscription Fees for the remainder of the applicable
Subscription Term for all Subscriptions after the effective date of termination. Upon any termination for
cause by the Network Operator pursuant to Section 8.4(a)(i), (ii) or (iv) or upon the voluntary removal
from registration and activation of all of Subscriber's Network Charging Stations from the ChargePoint
Network, Subscriber shall pay any unpaid Subscription Fees covering the remainder of the Subscription
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Term for any accepted Purchase Orders. In no event shall any termination relieve Subscriber of any
liability for the payment of Subscription Fees or Session Processing Fees for any period prior to the
termination date.Subscriber
9. AMENDMENT OR MODIFICATION. No modification, amendment or waiver of this Agreement
shall be effective unless in writing and either signed or electronically accepted by the party against
whom the amendment, modification or waiver is to be asserted; provided, that subject to any applicable
Purchase Order the Network Operator may change the Session Authorization Fee and/or the Session
Processing Fee as provided in Schedule 1.
10. WAIVER. The failure of either Party at any time to require performance by the other Party of
any obligation hereunder will in no way affect the full right to require such performance at any time
thereafter. The waiver by either Party of a breach of any provision hereof will not constitute a waiver of
the provision itself. The failure of either Party to exercise any of its rights provided in this Agreement
will not constitute a waiver of such rights. No waiver will be effective unless in writing and signed by an
authorized representative of the Party against whom such waiver is sought to be enforced. Any such
waiver will be effective only with respect to the specific instance and for the specific purpose given.
11. FORCE MAJEURE. Except with respect to payment obligations, neither the Network Operator
nor Subscriber will be liable for failure to perform any of its obligations hereunder due to causes beyond
such party's reasonable control and occurring without its fault or negligence (a "Force Majeure Event").
A Force Majeure Event will include, but not be limited to, fire, flood, earthquake or other natural
disaster (irrespective of such party's condition of any preparedness therefore); war, embargo; riot;
strike; labor action; any lawful order, decree, or other directive of any government authority that
prohibits a party from performing its obligations under this Agreement; material shortages; shortage of
transport; and failures of suppliers to deliver material or components in accordance with the terms of
their contracts.
12. APPLICABLE LAW. This Agreement will be construed, and performance will be determined,
according to the laws of the State of California without reference to such state's principles of conflicts of
law (the "Applicable Law") and the state and federal courts of California shall have exclusive jurisdiction
over any claim arising under this Agreement.
13. WAIVER OF JURY TRIAL. Each Party hereby waives any right to jury trial in connection with any
action or litigation arising out of this Agreement.
14. SURVIVAL. Those provisions dealing with the Intellectual Property Rights of CTI, limitations of
liability and disclaimers, restrictions of warranty, Applicable Law and those other provisions which by
their nature or terms are intended to survive the termination of this Agreement will remain in full force
and effect as between the Parties hereto as contemplated hereby.
15. SEVERABILITY. Except as otherwise specifically provided herein, if any term or condition of this
Agreement or the application thereof to either Party will to any extent be determined jointly by the
Parties or by any judicial, governmental or similar authority, to be invalid or unenforceable, the
remainder of this Agreement, or the application of such term or provision to this Agreement, the Parties
or circumstances other than those as to which it is determined to be invalid or unenforceable, will not
be affected thereby. If, however such invalidity or unenforceability will, in the reasonable opinion of
either Party cause this Agreement to fail of its intended purpose and the Parties cannot by mutual
agreement amend this Agreement to cure such failure, either Party may terminate this Agreement for
cause as provided herein above.
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16. ASSIGNMENT. Subscriber may not assign any of its rights or obligations hereunder, whether by
operation of law or otherwise, without the prior written consent of the Network Operator (not to be
unreasonably withheld). In the event of any purported assignment in breach of this Section 15, the
Network Operator shall be entitled, at its sole discretion, to terminate this Agreement upon written
notice given to Subscriber. In the event of such a termination, Subscriber shall pay any unpaid
Subscription Fees covering the remainder of the Subscription Term for any accepted Purchase Orders. In
no event shall any termination relieve Subscriber of any liability for the payment of Subscription Fees or
Session Processing Fees for any period prior to the termination date. Subject to the foregoing, this
Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted
assigns CTI and the Network Operator may each assign its rights and obligations under this Agreement.
Within ninety (90) days of any such assignment, CTI or the Network Operator, as the case may be, shall
provide written notice to Subscriber of the fact of such assignment.
17. NO AGENCY OR PARTNERSHIP CREATED BY THIS AGREEMENT. CTI, in the performance of this
Agreement, and in its role as the Network Operator„ is an independent contractor. In performing its
obligations under this Agreement, CTI shall maintain complete control over its employees, its
subcontractors and its operations. No partnership, joint venture or agency relationship is intended by
CTI and any Subscriber to be created by this Agreement.
18. ENTIRE AGREEMENT. This Agreement, Schedule 1 and the applicable Purchase Orders of
Subscriber contain the entire agreement between the Parties and supersedes and cancels all previous
and contemporaneous agreements, negotiations, commitments, understandings, representations and
writings in respect to the subject matter hereof. To the extent of any conflict or inconsistency between
the terms and conditions of this Agreement and any Purchase Order, the Purchase Order shall prevail.
Notwithstanding any language to the contrary therein, no terms or conditions stated in any other
documentation (excluding Schedule 1 and Purchase Orders) shall be incorporated into or form any part
of this Agreement, and all such purported terms and conditions shall be null and void.
19. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which, taken together, shall constitute but one and the same
document.
COULOMB TECHNOLOGIES: SUBSCRIBER:
By:
(Signature)
Name:
Title:
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By:
(Signature)
Name:
Title:
On Behalf of:
(Print Name of Company or Other Legal Entity)
Address:
City:
State: Zip Code:
E-Mail Address for Notices:
,�_PPROVED AS TO FORM
JENNIFER McGRATH, CityAtlomey
By �OQ
Doty CityAt6p171q 11. �1
Schedule 1: Subscriber Session Transaction Fee Schedule'
Fee Schedule
For Each Charging Session using
For Each Charging Session Using
CharsePass Card
Credit Card
Session Authorization Feel
$0.50 per Session
$0.50 per Session
Session Processing Fee
7.5% of Session Fees
7.5% of Session Fees
1 Subscriber is required to separately subscribe for the ChargePoint— Network Standard Service in order to
activate its Charging Stations on the ChargePoint— Network.
2 The Session Authorization Fee may not be increased more than once in any twelve (12) month period nor more
than the greater of (i) ten percent (10%) or (ii) the Consumer Price Index rate of change promulgated by the
United State Bureau of Labor Statistics with respect to the 12-month period just then ended when any notice of
change is given by CTI to Subscribers.
3 CTI may increase the Session Processing Fee payable pursuant to this Agreement at any time after July 1, 2011,
upon not less than one hundred eight (180) days notice (the "Notice Period") given by electronic notice posted
to the Subscriber Portal and sent to each individual Subscriber Account, and any such change shall thereafter
be binding and enforceable with respect to Subscriber after the expiration of such Notice Period; provided,
further that the Session Processing Fee may not be increased by more than one percentage point in any
twelve (12) month period, nor in the aggregate, increased to more than twenty percent (20.00%) of Session
Fees at any time.
(Fill out Appendix A only if you intend to enable Flex Billing)
Page 15 of 16
2010-07-07
Appendix A: Account Information Form for Flex Billing Services
Complete and fax this form to Coulomb Technologies Sales Operations (+1-214-716-1244) to sign up for
Flex Billing services. All fields are required (except where noted).
Business Info
Business Legal Name:
Business Legal Address:
(Number)
Business Federal Tax ID:
Contact Name:
Contact Phone:
Contact Fax:
Contact Email Address:
Bank Name:
Bank Address:
(Street) (City) (State/Province) (Postal Code) (Country)
Individual Point of Contact
(Number) (Street)
Bank Routing number or Swift Code:
Bank's Account number (if applicable): _
Business's Account Number:
Bussines's Account Name:
Bank Account Info
(City)
(State/Province) (Postal Code) (Country)
(Remit To Name, if different than Business Legal Name)
Business's Account Address:
(Remit To Address, if different than Business Legal Address)
Business's Federal Tax ID:
(if Remit To Entity is if different than Business Legal Entity)
Additional Information (for Non -US Customers Only)
Intermediary Bank Name:
Intermediary Bank Address:
(Number) (Street) (City) (State/Province) (Postal Code) (Country)
Intermediary Bank Routing or Swift Code:
Intermediary Bank' Account number if applicable:
Page 16 of 16
2010-07-07
Esparza, Patty
From: Surf City Pipeline [noreply@user.govoutreach.com]
Sent: Tuesday, September 06, 2011 8:32 AM
To: CITY COUNCIL; agendaalerts@surfcity-hb.org
Subject: Surf City Pipeline: Comment on an Agenda Item (notification)
Request # 9285 from the Government Outreach System has been assigned to Johanna Stephenson.
Request type: Comment
Request area: City Council - Comment on an Agenda Item
Citizen name: Gus Ayer
Description: Congratulations on some great staff work in securing over $700,000 in free charging
stations for the City of Huntington Beach. This is the type of action which will
encourage visitors and promote the City as a destination.
It could also be a boon for Huntington Beach auto dealers who are selling a variety of
electric and plug in hybrid vehicles, who will be able to further promote the free parking
pass program, which will give free parking and access to EV charging. I hope they will
actively promote this and advertise Surf City as being EV friendly. Huntington Beach
has Nissan, Mitsubishi, Ford, and Chevrolet dealers, all of whom could actively
promoting Surf City as a place where they can get free beach access with free EV
charging if they purchase their vehicles in Surf City.
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A few thoughts.. First, I hope that the city will provide the require signage to make these
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spots AB475 compliant. AB 475 is a very recent bill that replaces a statewide parking
sticker program for EV's with a program that threatens towing of vehicles parked in
IC
these spaces if they are not connected to the chargers. This also broadens the definition
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include plug in hybrids like the Chevy Volt, and not just pure electric vehicles.
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Although the new generation of electric vehicles is new, there have already been
Z
widespread reports of abuse of the parking spots with chargers by cars that are not
NNW
eligible, as well as abuse by cars that are eligible but are not actually using the stations
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to charge. Signage, and threats of towing are effective in preserving these spots for their
usage.
Also, may I suggest that the Council actively investigate a program that would
encourage placement of Level 3 chargers at various freeway close locations like Bella
Terra. The Level 3 chargers offer a Quick Charge, which could add another 80 miles of
range to a pure electric car, and will be very much in demand. Because of the speed of
charging, these would definitely be something where a fee would be required, both for
the actual electricity used, and a convenience charge to recover the cost of the station.
While there is not universal agreement on the standards, the only vendors to put Level 3
chargers in production vehicles have standardized on the CHademo standard.
Finally, I am a curious as to how the stations will be implemented at the RV parking
area. Will these be limited only to extra vehicles brought with RV's, or will designated
spaces in this lot be open only to EV's for charging?
Expected Close Date: 09/07/2011
Click here to access the request
Note: This message is for notification purposes only. Please do not reply to this email. Email replies are not
monitored and will be ignored.
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2
Esparza, Patty
From: Surf City Pipeline [noreply@user.govoutreach.com]
Sent: Monday, October 03, 2011 3:51 PM
To: CITY COUNCIL; agendaalerts@surfcity-hb.org
Subject: Surf City Pipeline: Comment on an Agenda Item (notification)
Request # 9545 from the Government Outreach System has been assigned to Johanna Stephenson.
Request type: Comment
Request area: City Council - Comment on an Agenda Item
Citizen name: Steve Schulz
Description: Thanks so much for supporting EVs. At last count we had 3 Nissan Leafs, 5 NEVs, a US
Electricar and my converted Rabbit all 100% electric vehicles, just in our little
downtown neighborhood and I know there are other EVs plying the local streets with
local USA made clean electricity. Its nice to see the city supporting this movement. In
the not so distant future there will be many more electric vehicles. Our company which
is new and employs 24 people right here in Huntington Beach is an example of the
private sector commitment.
Steve Schulz
Dir of Software Engineering
Green Charge Networks
5082 Bolsa Ave, Ste 109
Huntington Beach, CA
(562)296-4986
Expected Close Date: 10/04/2011
Click here to access the request
Note: This message is for notification purposes only. Please do not reply to this email. Email replies are not
monitored and will be ignored.