Agenda packet — Carson City Council, November 19, 2024 (part 2 of 3)

7. 2."
VIII. Section 7.8 (Termination for Default of Consultant) is hereby amended to read in its entirety as follows:

7. 8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over thework andprosecutethe sameto completion by contractor otherwise, and tl. el. d ...,.......,
meats to the Consultant fthe puTese e f se: effer- paAial payment of the a .., ts owed the Gity a pFevieusly
slated."
01007. 00011674520. 3 $- 2
EXHIBIT " C"

SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:

UNIT TOTAL

MEAL TYPE ESTIMATED ESTIMATED PRICE PRICE

SERVINGS NUMBER OF COST COST

PER DAY SERVING TO TO

DAYS CITY) CITY)
A. Lunch 950 49 0 0
B. Snack 600 49 0 0
C. Supper 675 184 0 0
Grand 0*
Total
Consultant is funded by grants, and provides and delivers pre-packaged meals and snacks to the City at no cost for City to distribute to children in its Summer and Afterschool programs.

II. A retention of ten percent ( 10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. NOT APPLICABLE
III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is not exceeded per Section 2. 1, unless Additional Services are approved per Section 1. 8. NOT APPLICABLE
IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include:

NOT APPLICABLE
V. The total compensation for the Services shall not exceed $ 0. 00, as provided in Section

2. 1 of this Agreement.

VI. The ConsuItant' s billing rates for all personnel are attached as Exhibit C- 1.

NOT APPLICABLE
01007. 0001/ 674520. 3 - 1
EXHIBIT " D"

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following schedule:

Days of Performance Times of Performance
A. Task A ( Lunches) Mondays through Fridays** Per Contract Officer Request B. Task B ( Snacks) Mondays through Fridays** Per Contract Officer Request C. Task C ( Suppers) Mondays through Fridays** Per Contract Officer Request Meals andsnacksareto be madeavailable to City by Consultant eachday while Summer andAfterschool Programsarein effect, unlessotherwise requestedby the Contract Officer.

Summer Programs generally run from mid-June to mid-August. Afterschool Programs generally run from mid- August to mid- June. Deliveries of meals and snacks shall be made only pursuant to City orders, on suchdays and times as specified in the relevant order.

II. Consultant shall deliver the following tangible work products to the City in accordance with the schedule set forth in Section I of this Exhibit " D":

A. Approved Lunches ( 5 components)
B. Approved Snacks ( 2 components)
C. Approved Suppers ( 5 components)
D. All required serving utensils and condiments, asprovided in this Agreement.

III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3. 2.
01007. 0001/ 674520 3 D- 1
ACOR ID® CERTIFICATE OF LIABILITY INSURANCE

DATE IMMIDDMYYYI
12/ 1/ 2020
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORiZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy( les) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such andorsement( s).

PRODUCER
HAUSER
5905 E. Galbraith Rd, Ste 9000
Cincinnati OH 45236
241 CTNan_q Santho

PHONE FAX
A14,m9 Extlh513- 745-9200 Arc No):

ADDRESS: nsanlh0thehauserou .cam
INSURER( S) AFFORDING COVERAGE NAIC 0
INSURERA : Travelers Property Casualty CO of America 25674 INSURER13; Accetance Indemnity Insurance Company
INSURED REVOFOO- 01
Revolution Foods, Inc.
965 3rd 5t iNSURERC: Pennsylvania Manufacturers Association Insurance C 12262 INSURER[): Oakland CA 94607
INSURER E:

INSURER F
COVERAGES CERTIFICATE NUMBER: RR7755717 REVISION NLIMBER-

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD

INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS

EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE SEEN REDUCED BY PAID CLAIMS LTR TYPE OF INSURANCE I POLICY NUMBER MAOIQCDYIYYYYMOM1uDDYlY£YYif LIMITS A X COMMERCIAL GENERAL LIABILITY Y - 630 - 2R300867 - TIL - 20 811/ 2020 8/1/2021 1EACHOCCURRENCE 51. 000. 000

1. 2/ 10/ 2020
TO 1tEir EO
CLAIMS - MADE OCCUR PREM SES IEa ocrenca) S100. 000w
MED EXP IAny onepersom $ 5. 000
PERSONAL 8 ADV IN. L RY _ $ 1. 000000
GEN' L AGGREGATE LIMIT APPLIES PER; GENERAL AGGREGATE s2. 000000 POLICY jEC7 LOC PRODUCTS - COMPIOP AUG S 2. 000. 000
OTHER 5
A AUTOMOBILE LIABILITY 810 - 2R307936 - 20- 14- G 8/ 1/ 2020 811/ 2021 COMBINED SINGLELIMIT I S1000,ODOEa accident)
BODILY INJURY ( Per person, SANY AUTO
BODILYINJURY( Peracadent% 5
JX
AUTO5OWNEDSCHEDULED
NLY

AUTOSHIREDX NON -OWNED PROPERTY DAMAGE S
AUTOS ONLY AUTOS ONLY Per
accidentHired/NanOwn X HNODED $1K
B X UMBRELLA LIAR X OCCUR EMM000035000 811! 2020 811/ 2021 EACH OCCURRENCE S 2, 000, 000 AGGREGATE S2. 000. 000EXCESS LIAR CLAIMS - MADE

DED RETENTIONS S
C WORKERS COMPENSATION 2020751265495 8/ 1/2020 811! 2021 ' X i PER OTH.

LAND EMPLOYERS' LIABILITY Y 1 N II
TAT ' € R _
ANYPROPRIETORAIARTNERIEXECUTIVEE L EACH ACCIDENT S 1, 000. 000 OFFICERI1VIEMBEREXCLUDED4 F-1 NIA
Mandatory In NN) E L DISEASE • EA EMPLOYEE, S 1, 000. 000 It yyes, descnbe under
DESCRIPTION OF OPERATIONS below E L. DISEASE - POLICY LIMIT I S 1. 000. 000 i I
DESCRIPTIONOF OPERATIONS1LOCATIONSI VEHICLES (ACORO101, Additional Remarks Schedule, may be attached if more space is requiredl Lighthouse, City of Carson, its elected and appointed officers, employees, volunteers and agents are included as an additional insured with respects to General Liability and Auto Liabilitycoverageas requestedby written contractsubjectto policy terms, conditionsand exclusions Waiver of SubrogationInfavor of additional insured as respects General Liability, Auto Liability and Workers Compensation coverage as required by written contract subject to policy terms, conditions, and exclusions where applicable by state law. Coverage is on a primary and non- contributory basis as required by written contract subject to policy terms, conditions and exclusions,

CERTIFICATE HOLDER CANCELLATION
1988- 2015 ACORD CORPORATION. All rights reserved.

ACORD 25 ( 2016103) The ACORD name and logo are registered marks of ACORD

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE r THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

The City of Carson
701 E Carson Street
AUTHORI7EDREPRE5ENTATIVE
Carson CA 90745

1. 2/ 10/ 2020
1988- 2015 ACORD CORPORATION. All rights reserved.

ACORD25 ( 2016103) The ACORD name and logo are registered marks of ACORD

CITY OF CARSON
701 E. CARSON STREET
CARSON, CA 90745

NOTICE OF INTENT TO AWARD
Date. September 20, 2020
Solicitation Number andTitle: RFP20-026 Meal andSnackServicesfor SummerandAfterschool Programs Opening Date and Time: September 24, 2020105: 00 PM
A responseto thesolicitationwassuhmittedby:

Challenging Minds $ 1,748, 540. 00
Choura Venue 1,083, 300. 00
Girlshood 1,584, 417. 00
Tenderlovin care 545, 777. 50
The Lighthouse 0
Responseswereevaluatedaccordingto thecriteriastatedin the solicitation. We announceour intentto awarda contract to:

The Lighthouse
Wewouldliketothankyouforyourtimeandeffortsinpreparingaresponsetothissolicitation.

Protestsmust comply with the requirementsof the Carson Municipal Code Sections2613. You are reminded that anyprotestsof thisdecisionmustbesubmittedtotheCityClerkin writingandhanddeliveredorsentbycertified U.S. mail, return receipt requestedwithin five (5) calendardays after the issuanceof this notice. Protestdocuments shall includethe following information:
1) Name, address, business telephone, email, and fax number of the protestor; 2) Identifytheprocurementor projectunderprotestby name, solicitationnumber, andsubmissiondate; 3) Containaconcisestatementof thegroundsforprotestandthefactssupportingsuchgrounds, includingall supportingdocumentation (documentationsubmittedafterfiling will notbereviewed); and 4) State the form of relief requested.

Thesuccessfulcompanyisinstructednotto beginwork, purchasematerials, orenterintosubcontractsrelatingto the projectuntil boththerecipientandcity signthecontract.

WeappreciateyourinterestindoingbusinesswiththeCityof Carson.

Sincerely,
Aaade uang
PurchasingManager
Rev 2018 01 23

CITY OF CARSON

File #: Version:

Report to Honorable Mayor and City Council
Tuesday, November 19, 2024, 5:00 PM
CONSENT 21. To: Honorable Mayor and City Council From: Reata Kulcsar, Energy and Sustainability Officer Subject: CONSIDER APPROVAL OF CHARGEPOINT AGREEMENT AND A PURCHASE ORDER TOCHARGEPOINT FOR ELECTRIC VEHICLE SUPPLY EQUIPMENT AND NETWORK SERVICES (CITY COUNCIL) I. SUMMARY
The Charge Ready Transport Program (CRT), offered by Southern California Edison (SCE), aims to expand the electriﬁcation transportation sector. It does this by installing the necessary electric infrastructure for charging plug- in buses, medium- and heavy-duty trucks, forklifts, and other non-road cargo handling equipment. Additionally, the program provides rebates for the purchase of charging stations.

Under the CRT Program, SCE will perform infrastructure work on the utility side as well as speciﬁc work on the customer side of the meter at no cost to the City. This work includes electrical design, permitting, construction, and installation of electrical equipment such as transformers, switchgear, meters, cabinets, underground conduits, conductors, and other related components at the site. SCE will own and maintain the electrical equipment they install through the program to ensure that it remains in good working condition.

The City Council has already approved the Charge Ready Transport Program Participation Agreement and concept plans for this project. The City is responsible for procuring, installing, and maintaining the Electric Vehicle (EV) charging equipment for ten years.

The cost for the purchase, installation, commissioning, network, extended warranty, and other ancillary services for four EV charging stations is $68,948.50 plus tax. However, the requested purchase order amount is not to exceed $100,000 to account for other equipment and services that the City may need for other City-owned and operated EV charging equipment.

Additionally, the City is eligible for a charging equipment rebate estimated at $12,600. SCE is expected to provide the city with this rebate after the charging equipment is installed and commissioned.

II. RECOMMENDATION
TAKE the following actions:
701 East Carson Street

1. APPROVE the ChargePoint Quotation and AUTHORIZE the City Manager to execute the Quotation subject to approval as to form by the City Attorney.

2. APPROVE the ChargePoint Master Services and Subscription Agreement incorporated by reference into the Quotation.

3. APPROVE ChargePoint Terms and Conditions of Purchase incorporated by reference into the Quotation.

4. APPROVE ChargePoint Support Services Terms and Conditions incorporated by reference into the Quotation.

5. APPROVE ChargePoint Installation, Commissioning, and Activation Scope and Terms incorporated by reference into the Quotation.
. APPROVE ChargePoint Terms of Services for ChargePoint Accounts.

7. AUTHORIZE the Purchasing Manager to issue a Purchase Order to ChargePoint in an amount not to exceed $100,000.00.

III. ALTERNATIVES
TAKE another action the City Council deems appropriate, consistent with the requirements of the law.

IV. BACKGROUND
The City Council has approved participation in SCE's Charge Ready Transport Program, which provides no-cost electrical infrastructure for new EV charging stations. As part of this program, the City must select a network provider and EV charger from SCE's list of approved options. ChargePoint is one of the approved network providers and has submitted a quote to the City for four EV chargers, which includes installation, commissioning, a ﬁve-year parts and labor extended warranty, remote technical support, ﬁve-year cloud subscription service, and other necessary ancillary services.

The quotation (Exhibit No. 1) includes several terms and conditions incorporated by reference and must be accepted to proceed with the purchase. These agreements/terms and conditions which are not to be separately executed because they are considered to be part of the quotation, are attached as Exhibits 2 to 5. While the agreements contain standard boilerplate language from ChargePoint and are generally one-sided, ChargePoint is willing to discuss potential changes. However, this process may take some time, so staff will return to the Council with an amendment/addendum to the terms and conditions once this effort is complete.

If an amendment/addendum cannot be reached, the City Council should be aware of potential issues related to the following provisions:

1. ChargePoint’s liability will not exceed the subscription fees paid by City in the 12 months prior to the event giving rise to the liability. The subscription fee amount for a 12-month period is estimated at $2,500.00.

2. In order for ChargePoint to deliver services, ChargePoint has entered into at least one contract with a wireless carrier. The City is required to indemnify the wireless service carrier(s) against any claim for libel, slander, or any property damage, personal injury or death, in connection with use or failure to use the wireless service except where the claim results from the carrier’s gross negligence or willful misconduct. In reality, however, the likelihood of City needing to indemnify the wireless carrier seems marginal at best.

3. The City is required to indemnify ChargePoint against claims resulting from or arising out of City’s actual or alleged use of the ChargePoint services.

4. In the event of a dispute, venue is in Santa Clara, California. City anticipates this will be revised to Los Angeles County.

5. There’s no obligation for ChargePoint to indemnify City including for claims that may be brought by a third party for intellectual property infringement associated with use of technology deployed for subscription services. IP infringement indemnity is one of the key protections City will seek to obtain through an amendment/addendum because claims of such nature could amount to tens of millions of dollars or more. . There's no obligation for ChargePoint to provide insurance protecting City against intellectual property infringement claims. This too will be one of the primary protections City will seek to obtain through an amendment/addendum.

The Terms of Service for ChargePoint Accounts (Exhibit No. 6) are included in this staff report. These terms pertain to accessing and using ChargePoint applications and services related to credit card transactions on their website.

The City is currently using ChargePoint products and services at its facilities for various projects and programs. To succeed in our electriﬁcation efforts, City staff believes maintaining a consistent selection of products and networks across all City-operated facilities is in the best interest of the City.

The City will utilize the Sourcewell Procurement Contract #042221 (Exhibit No. 7), and ChargePoint, Inc. will provide the same terms, conditions, and pricing outlined in the Sourcewell procurement contract to the City of Carson.

A purchasing waiver (Exhibit No. 8) is also included, as detailed in Section 2611(g) of the City’s Municipal Code (CMC) allows City, through its Purchasing Manager, to dispense with competitive bidding processes to purchase materials, supplies, equipment, or services by utilizing a cooperative purchasing program engaged in by any local, county, State, or Federal public entity or entities, even if the contracts and implementing agreements entered into by the participating entity or association under those cooperative purchasing programs were not entered into pursuant to a process that resulted in the contract being awarded to the lowest responsible and responsive bidder under CMC 2610(i); provided, that the selected bidder was selected in compliance with the competitive bidding or proposal process requirements of any participating entity or association within three years of City’s approval of the City contract entered into with the selected bidder via cooperative purchasing. The City Council has made a determination that the beneﬁts to City of utilizing cooperative purchasing outweigh any incremental higher price that may be paid by City in certain instances as a result of not soliciting directly utilizing the lowest responsible and responsive bidder standard under CMC 2610(i).

The plan and procurement strategy for the four EV chargers designated for our bus ﬂeet has been discussed and approved by both the Director of Public Works and the Director of Community Services. They are in support of moving forward with the project.

V. FISCAL IMPACT
SCE will design and install the underground infrastructure necessary for the EV charging stations at no cost to the City. The total cost for the purchase, installing, commissioning, and networking of the above ground EV charging stations is not expected to exceed $100,000. This project was identiﬁed in the 2024-2025 5-year Capital Improvement Plan, and funding is available in account no. 246-80-820-904-8008 for this expenditure.

Additionally, a rebate for the charging equipment is available and estimated at $12,600. This rebate will be paid to the City after the charging equipment is installed and commissioned.

VI. EXHIBITS

1. ChargePoint Quotation.

2. ChargePoint Master Services and Subscription Agreement.

3. ChargePoint Terms and Conditions of Purchase.

4. ChargePoint Support Services Terms and Conditions.

5. ChargePoint Installation, Commissioning, and Activation Scope and Terms. . ChargePoint Terms of Services for ChargePoint Accounts.

7. Sourcewell Procurement Contract #042221.
. City of Carson - Purchasing Waiver.

Attachments
Exhibit No. 1 - Quote.pdf
Exhibit No. 2 - ChargePoint-MSSA.pdf
Exhibit No. 3 - ChargePoint - Purchase Terms Conditions.pdf Exhibit No. 4 - ChargePoint Support Services Terms Conditions.pdf Exhibit No. 5 - ChargePoint-Install-Comm-Activate-Scope.pdf Exhibit No. 6 - ChargePoint CC Terms.pdf
Exhibit No. 7 - Sourcewell Contract 042221.pdf
Exhibit No. 8 - Purchasing Waiver - 042221-CPI.pdf

Quotation

Driving a Better Way™
chargepoint.com \i2\

Sales Representative: Drew Blake Quote Number: Q-494773-1 E-Mail: [email protected] Date: 10/31/2024
Telephone: Expires On: 11/29/2024
Approved Payment Term: Net 30

Primary Contact: Reata Kulcsar

Bill To Address

\i1\
The City of Carson
701 E Carson Street
Carson California 90745-2257
United States

Ship To Address

\i1\
City of Carson
City of Carson - Building B
18620 S. BROADWAY
Receiving Warehouse
Carson California 90248
United States

Product Name Product Description Qty Regular
Unit Price
Disc% Customer
Unit Price
Total
Price
CPE250C-625-CCS1-
200A-CHD
ChargePoint Express 250 Station,
NA, DC Station, 62.5 kW, 2x Power
Module, 1x CCS1 200A cable, 1x
CHAdeMO 140A cable, ChargePoint
Signage, 254mm (10") Touch Display,
Contactless credit card and RFID
reader, Cellular/Wifi, UL Listed, 2 year
Parts Warranty
1 USD
31,250.00
20 USD
25,000.00
USD
25,000.00
Product Name Product Description Qty List Price Disc% Unit Price Total Price

DC-UNIVERSAL-CMT-
METRIC
Required metal bracket to align
conduits and mounting bolts for DC
power delivery products when cable
entrance is from below. This bracket
is to be installed into the foundation
before the concrete pad is poured.

Metric Units. Required for CPE250,
CPE280 and Power Link series.
1 USD 0.00 0 USD 0.00 USD 0.00
© 2024 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA

ChargePoint CONFIDENTIAL
Page
1 of 6
SOURCEWELL CONTRACT NO. 042221-CPI

Product Name Product Description Qty List Price Disc% Unit Price Total Price
CPE250-ASSURE-5 5 prepaid years of ChargePoint
Assure for CPE250 station. Includes
Parts and Labor Warranty, Remote
Technical Support, On-Site Repairs
when needed, Unlimited Configuration
Changes, and Reporting.
1 USD
13,650.00
0 USD
13,650.00
USD
13,650.00
CPSUPPORT-ACTIVE ChargePoint's Activation service
ensures a seamless EV charging
station setup, from order to activation.

Activation includes station owner and
installer onboarding, quality installation
validation, early station performance
support, and provisions stations on
our network, ensuring a smooth and
reliable deployment experience. Priced
per station. Does not apply to CPF50
stations. For activating 10-or-more
stations per site call ChargePoint sales.
1 USD
249.00
0 USD
249.00
USD
249.00
© 2024 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA

ChargePoint CONFIDENTIAL

Page 2 of 6 ends

Product Name Product Description Qty List Price Disc% Unit Price Total Price
CPE250-INSTALL-

COMMISSIONING
This service includes both the
Installation and Commissioning
of the Express CPE250 charging
station. Customers must work
with their contractor to perform all
construction (the ‘make ready’)
up to the point where stations can
be bolted down and connected.

ChargePoint will then perform the on-
site validation of electrical capacity,
transformers, panels, breakers,
wiring, cellular coverage so that
they meet all ChargePoint and local
code requirements, then install and
commission the station. Before
installation can begin, ChargePoint
requires the customer’s ‘make ready’
contractor to submit evidence of
adherence to ChargePoint’s standards
and specifications. In addition to
verifying and testing the installation,
Commissioning also ensures the
station is connected to the ChargePoint
network, completing software
updates and pairing configuration if
applicable. In parallel, the ChargePoint
Activations team will configure the
station and apply policies according
to the customer’s specifications.

A final Commissioning Report will
be provided to the customer. Note
that if Commissioning cannot be
performed due to site or installation
deficiencies for which ChargePoint
is not responsible, the customer will
incur a rescheduling fee to cover
redeployment costs. Priced per
Express CPE250 station.
1 USD
4,530.00
0 USD
4,530.00
USD
4,530.00
© 2024 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA

ChargePoint CONFIDENTIAL

Page 3 of 6 ends

Product Name Product Description Qty List Price Disc% Unit Price Total Price

CPCLD-ENTERPRISE-
DC-5
5 year Enterprise Cloud Plan for
DC Stations. Subscription includes
advanced station management
features such as: Custom Video
uploads, and Automatic Software
Updates, driver and fleet management
features including: Access Control,
24x7 Driver Support, and Pricing &
Automatic Payment Collection, as
well as advanced energy and power
management features which include:

Time of Use Power Sharing and
Energy Management APIs. Real-time
dashboards and reports provided for
applicable features including 15 min
meter data readings and associated
advanced energy reports. Station
Activation purchase required. Priced
per port.
1 USD
5,400.00
0 USD
5,400.00
USD
5,400.00
CPCLD-FLEETENT-5 Fleet Enterprise Cloud Plan
subscription. Includes advanced
station management features such
as: Automatic Software Updates,
fleet management features including:

Access Control and Pricing &
Automatic Payment Collection, as
well as advanced energy and power
management features which include:

Time of Use Power Sharing and
Energy Management APIs. Real-time
dashboards and reports provided for
applicable features including 15 min
meter data readings and associated
advanced energy reports.
3 USD
2,160.00
0 USD
2,160.00
USD
6,480.00
CPF-ACTIVE ChargePoint's Activation service
ensures a seamless EV charging
station setup, from order to activation.

Activation includes station owner and
installer onboarding, quality installation
validation, early station performance
support, and provisions stations on
our network, ensuring a smooth and
reliable deployment experience. Priced
per CPF50 station.
3 USD
100.00
0 USD
100.00
USD
300.00
© 2024 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA

ChargePoint CONFIDENTIAL

Page 4 of 6 ends

Product Name Product Description Qty List Price Disc% Unit Price Total Price

CPF-INSTALL-

COMMISSIONING
Customer works with their own
contractor to perform all construction
up to the point where the stations
can be bolted down and connected.

ChargePoint will then engage an
authorized ChargePoint Partner to
install the station on the prepared
site and commission the station. This
includes validating that the electrical
capacity, transformers, panels,
breakers, wiring, cellular coverage
and station installation all meet
ChargePoint published requirements
and local codes. Upon successful
commissioning, the customer will be
eligible to obtain warranty coverage
under a ChargePoint Maintenance
plan, sold separately. Priced per CPF
station.
3 USD
1,260.00
0 USD
1,260.00
USD
3,780.00
CPF50-L18-PEDMNT-
CMK6-GW-USA
CPF50, USA, AC Station, 1x Type
1, 50A, 1 Phase, 5.5m/18', 1.8m/6'
Cable Mgt, Pedestal, RFID, Cellular/
WIFI, Vodafone e-SIM, UL, 2 YR Parts
Warranty, Defaults to Essential cloud
plan (T&Cs apply – see (1) MSSA
and (2) cloud plan data sheet includes
supplemental T&Cs) at USD $140/yr,
paid separately and in arrears, if an
alternate cloud plan is not purchased.
3 USD
1,795.00
10 USD
1,615.50
USD
4,846.50
CPF-ASSURE5 5 prepaid years of ChargePoint
Assure for CPF station. Includes
Parts and Labor Warranty, Remote
Technical Support, On-Site Repairs
when needed, Unlimited Configuration
Changes, and Reporting.
3 USD
600.00
0 USD
600.00
USD
1,800.00

Quote Total: USD 66,035.50
Shipping Fee: USD 2,913.00
Grand Total: USD 68,948.50

ChargePoint CONFIDENTIAL

Page 5 of 6 ends

Quote Acceptance
+ Invoices are due and payable as per agreed payment terms. + Each Assure and Cloud Plan subscription will commence one hundred eighty (180) days from invoice date. + Customer to be invoiced at time of shipment.
+ All prices are FCA ChargePoint warehouse(s).
+ Sales tax in applicable states and shipping costs will be applied at time of invoicing. + Pricing does not include installation or mounting services unless specifically quoted above. + Customer confirms that the shipping and billing information provided in this Quotation is accurate for ChargePoint’s shipping and invoicing purposes.
+ The following ChargePoint terms and conditions are incorporated in this Quotation by reference in their entirety: (i) ChargePoint Master Services and Subscription Agreement found at ChargePoint Master Services and Subscription Agreement | ChargePoint ; (ii) ChargePoint Terms and Conditions of Purchase found at ChargePoint Terms and Conditions | ChargePoint ;(iii) ChargePoint Support Services Terms and Conditions found at: https://www.chargepoint.com/legal/support-services/ ; and (iv) ChargePoint Deployment and Consulting Services Terms and Conditions found at https://www.chargepoint.com/legal/deployment-consulting-services/ + ChargePoint’s sale of products/services is expressly conditioned on Customer’s acceptance of ChargePoint terms and conditions stated or referenced in this Quotation. Any conflicting or inconsistent terms stated or referenced in any Customer purchase order or any such document are excluded and will not be binding and notice of objection to them is hereby given. + This signed Quotation will act as a purchase order for the products/services detailed above and creates a binding contract between ChargePoint and Customer.

The above terms govern this Quotation unless Customer has separate written agreement(s) executed by Customer and ChargePoint to govern the products/services referenced in this Quotation.

By signing this Quotation, I hereby acknowledge that I am an authorized signatory and have read and agree to all the terms and conditions of this Quotation.

Signature : \s1\ Title : \t_1\
Name (Print) : \FN_1\ Date : \d1\
Company Name : \CompanyName_1\
Accounts Payable Contact Name : \AccountPayableContactName_1\ Accounts Payable Contact E-Mail : \AccountsPayableContactEmail_1\ Requested Ship Date : \dsrequestedshipdate_1\
© 2024 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA

ChargePoint CONFIDENTIAL

Page 6 of 6 ends

5.30.24 Version
CHARGEPOINT®

MASTER SERVICES AND SUBSCRIPTION AGREEMENT

IMPORTANT: THIS MASTER SERVICES AND SUBSCRIPTION AGREEMENT IS A LEGAL AGREEMENT

BETWEEN YOU OR THE CORPORATION, PARTNERSHIP OR OTHER LEGAL ENTITY YOU REPRESENT (“SUBSCRIBER”) AND THE APPLICABLE CHARGEPOINT ENTITY OR ENTITIES (“ CPI”) WHICH CAN BE FOUND IN SECTION 11.4 BELOW. PLEASE READ IT CAREFULLY. BY USING ANY OF THE CHARGEPOINT SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, DO NOT USE ANY CHARGEPOINT SERVICES.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION, PARTNERSHIP OR

OTHER LEGAL ENTITY, THAT ENTITY REPRESENTS THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY TO BIND SUCH ENTITY TO

THESE TERMS AND CONDITIONS, YOU MAY NOT ENTER INTO THIS AGREEMENT AND SUCH ENTITY MAY NOT USE THE CHARGEPOINT SERVICES.

1. AGREEMENT.

1.1 SCOPE OF AGREEMENT. This Agreement governs the following activities:
(a) Provisioning of Subscriber’s Charging Station(s), if any, on ChargePoint; (b) Activation and use of the ChargePoint Services on Subscriber’s Charging Station(s), if any;
(c) Subscriber’s use of the APIs as part of the ChargePoint Services; (d) Each grant of Rights by Subscriber; and
(e) Each grant of Rights by a third party to Subscriber.

1.2 EXHIBITS AND PRIVACY POLICY . This Agreement includes the CPI Privacy Policy , as amended from time to time, and the following Exhibits, which are made a part of, and are hereby incorporated into, this Agreement by reference.

Exhibit 1: Flex Billing Terms
Exhibit 2: API Terms
Exhibit 3: Terms Regarding Granting and Receipt of Rights

In the event of any conflict between the terms of this Agreement on the one hand, and the Privacy Policy or any Exhibit on the other hand, this Agreement shall govern. Capitalized terms not otherwise defined in any Exhibit or the Privacy Policy shall have the same meaning as in this Agreement.

2. DEFINITIONS. The following terms shall have the definitions set forth below when used in this Agreement:

2.1 “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.

2.2 "APIs" means, individually or collectively, the application programming interfaces which are made available to Subscriber from time to time, as and when updated by CPI.

2.3 “ChargePoint Connections” shall have the meaning ascribed to it in the applicable data sheet. The term ChargePoint Connections shall also mean any successor service provided by CPI.

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2.4 “ChargePoint®” means the open -platform network of electric vehicle charging stations and the vehicle charging applications the network delivers, that is operated and maintained by CPI (as defined below) in order to provide various services to, among others, Subscriber and its employees.

2.5 “ChargePoint Services” means, collectively, the various cloud services offerings (including, without limitation, APIs and application Cloud Plans) made available for subscription by CPI.

2.6 “ChargePoint Application” means any of the applications established and maintained by CPI which will allow Subscriber to access ChargePoint Services.

2.7 “Charging Station ” means the electric vehicle charging station(s) purchased by Subscriber, whether manufactured by CPI or by a CPI authorized entity, which are registered and activated on ChargePoint.

2.8 "Content" means all data collected or maintained by CPI in connection with the operation of ChargePoint.

2.9 “CPI Marks” means the various trademarks, service marks, trade names, logos, domain names, and other distinctive brand features and designations used in connection with ChargePoint and/or CPI manufactured Charging Stations, including without limitation, ChargePoint.

2.10 “CPI Property” means (i) ChargePoint, (ii) the ChargePoint Services (including all Content), (iii) all data generated or collected by CPI in connection with the operation of ChargePoint and ChargePoint Services, (iv) the CPI Marks, (v) the ChargePoint Cards, and (vi) all other CPI-supplied material developed or provided by CPI for Subscriber use in connection with the ChargePoint Services.

2.11 “Documentation” means written information (whether contained in user or technical manuals, product materials, specifications or otherwise) pertaining to ChargePoint Services and/or ChargePoint and made available from time to time by CPI to Subscriber in any manner (including on-line).

2.12 “Effective Date” means the earliest of (a) the effective date of Subscriber’s initial quote for the ChargePoint Station and/or ChargePoint Services associated with this Agreement; (b) the date that Subscriber electronically accepts this Agreement, or ( c) the date of Subscriber’s first use of the ChargePoint Services.

2.13 “Intellectual Property Rights ” means all intellectual property rights, including, without limitation, patents, patent applications, patent rights, trademarks, trademark applications, trade names, service marks, service mark applications, copyrights, copyright applications, franchises, licenses, inventories, know-how, trade secrets, Subscriber lists, proprietary processes and formulae, all source and object code, algorithms, architecture, structure, display screens, layouts, inventions, development tools and all documentation and media constituting, describing or relating to the above, including, without limitation, manuals, memoranda and records.

2.14 “Malicious Code” means viruses, worms, time bombs, Trojan horses and all other forms of malicious code, including without limitation, malware, spyware, files, scripts, agents or programs.

2.15 “Party” means each of CPI and Subscriber.

2.16 “PII” means personally identifiable information regarding Subscriber or a User (e.g., name, address, email address, phone number or credit card number) that can be used to uniquely identify, contact or locate Subscriber or such User.

2.17 “Provisioning” means activating Charging Stations, warrantees and Cloud Plans on ChargePoint.

2.18 “Rights” means the rights, authorizations, privileges, actions, information and settings within the ChargePoint Services which a Rights Grantor grants to an Rights Grantee, to enable such Rights

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Grantee to access, obtain and use certain portions of the ChargePoint Services and certain information available therein in the course of providing services to or on behalf of such Rights Grantor in connection with one or more of the Rights Grantor’s Charging Stations. A Rights Grantor shall be deemed to have granted Rights to the entity that will be responsible for creating Subscriber’s account and Provisioning Subscriber’s Charging Stations. Such deemed grant may be terminated by Subscriber at any time.

2.19 “Cloud Plan(s)” means subscription plans to the ChargePoint Services which are offered and sold by CPI from time to time, which vary according to their features, privileges and pricing. Each Cloud Plan may be referred to as a “Subscription”.

2.20 “Subscriber Content and Services” means any content and/or services that a Subscriber provides or makes available to Users and/or the general public in connection with the ChargePoint Services, other than Content, ChargePoint Services and CPI Property.

2.21 “Subscriber Marks” means the various trademarks, service marks, trade names, logos, domain names, and other distinctive brand features and designations used by Subscriber in connection with its business and/or Charging Stations.

2.22 “Subscription Fees” means the fees payable by Subscriber for subscribing to any ChargePoint Services.

2.23 “Taxes” shall mean all present and future taxes, imposts, levies, assessments, duties or charges of whatsoever nature including without limitation any withholding taxes, sales taxes, use taxes, service taxes, value added or similar taxes at the rate applicable for the time being imposed by any national or local government, taxing authority, regulatory agency or other entity together with any penalty payable in connection with any failure to pay or any delay in paying any of the same and any interest thereon.

2.24 “User” means any person using a Charging Station.

3. AVAILABLE CHARGEPOINT SERVICES & CLOUD PLANS . A description of the various ChargePoint Services and Cloud Plans currently available for subscription is located on the CPI website. CPI may make other ChargePoint Services and/or Cloud Plans available from time to time, and may amend the features or benefits offered with respect to any ChargePoint Service or Cloud Plan at any time and from time to time. Subscription Fees are based on Subscriber’s choice of Cloud Plan and not on actual usage of the Subscription.

4. CPI’S RESPONSIBILITIES AND AGREEMENTS.

4.1 OPERATION OF CHARGEPOINT. CPI agrees to provide and shall be solely responsible for:
(i) provisioning and operating, maintaining, administering and supporting ChargePoint and related infrastructure (other than Subscriber’s Charging Stations and infrastructure for transmitting data from Charging Stations to any ChargePoint operations center); ( ii) provisioning and operating, maintaining, administering and supporting the ChargePoint Applications; and (iii) operating ChargePoint in compliance with all applicable laws. CPI will protect the confidentiality and security of PII in accordance with all applicable laws and regulations and the CPI Privacy Policy and acknowledges that it is responsible for the security of “cardholder data” (as that term is defined for purposes of the Payment Card Industry – Data Security Standards), if any, that CPI pos sesses, otherwise stores, processes or transmits on behalf of Subscriber or for any impact, if any, on the security of Subscriber’s cardholder data environment.

4.2 LIMITATIONS ON RESPONSIBILITY. CPI 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 ChargePoint; (ii) continuous availability of electrical service to any of Subscriber’s Charging Stations; (iii) continuous availability of any wireless or cellular

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communications network or Internet service provider network necessary for the continued operation by CPI of ChargePoint; (iv) availability of or interruption of the ChargePoint Network attributable to unauthorized intrusions; and/or (v) charging stations that are not registered with and act ivated on the ChargePoint Network.

5. SUBSCRIBER’S RESPONSIBILITIES AND AGREEMENTS.

5.1 GENERAL.
(a) All use of ChargePoint and ChargePoint Services by Subscriber, its employees and agents and its grantees of Rights shall comply with this Agreement and all of the rules, limitations and policies of CPI set forth in the Documentation. All ChargePoint Services account details, passwords, keys, etc. are granted to Subscriber solely for Subscriber’s own use (and the use of its grantees of Rights), and Subscriber shall keep all such items secure and confidential. Subscriber shall prevent, and shall be fully liable to CPI for, any unauthorized access to or use of ChargePoint or ChargePoint Services via Subscriber’s Charging Stations, ChargePoint Services account(s) or other equipment. Subscriber shall immediately notify CPI upon becoming aware of any such unauthorized use. (b) Subscriber shall be solely responsible for: (i) Provisioning of its Charging Stations, if any; (ii) keeping Subscriber’s contact information, email address for the receipt of notices hereunder, and billing address for invoices both accurate and up to date; (iii) updating on the applicable ChargePoint Application, within five (5) business days, the location to which any of Subscriber’s Charging Stations are moved; (iv) the maintenance, service, repair and/or replacement of Subscriber’s Charging Stations as needed, including informing CPI of the existence of any Charging Stations that are non -operational and not intended to be replaced or repaired by Subscriber; and (v) compliance with all applicable laws. (c) Subscriber shall deliver in full all benefits promised to Users by Subscriber in exchange for such Users connecting with Subscriber using ChargePoint Connections.

5.2 REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber represents and warrants to CPI that: (i) it has the power and authority to enter into and be bound by this Agreement and shall have the power and authority to install the Charging Stations and any other electrical vehicle charging products which are registered and activated on the ChargePoint Network); (ii) the electrical usage to be consumed by Subscriber’s Charging Stations will not violate or otherwise conflict with the terms and conditions of any applicable electrical p urchase or other agreement including, without limitation, any lease, to which Subscriber is a party; and (iii) it has not installed or attached and will not install or attach Charging Stations on or to infrastructure not owned by S ubscriber without proper authority, or in a manner that will block any easement or right of way.

5.3 CHARGEPOINT CARDS. Subscriber may be permitted by CPI, in CPI's sole discretion, to obtain CPI -provisioned radio -frequency identification cards ("ChargePoint Cards") which enable the individual card recipients to access and use ChargePoint. Subscriber may distribute such Cha rgePoint Cards to individuals, and each individual ChargePoint Card recipient is responsible for activating his or her ChargePoint Card on ChargePoint directly with CPI on the CPI web site. In no event will Subscriber create any separate ChargePoint accounts for any ChargePoint Card recipients or other third parties, nor will Subscriber create anonymous ChargePoint accounts associated with any ChargePoint Card.

5.4 USE RESTRICTIONS AND LIMITATIONS. Subscriber shall not:
(a) sell, resell, license, rent, lease or otherwise transfer the ChargePoint Services or any Content therein to any third party;

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(b) interfere with or disrupt the ChargePoint Services, servers, or networks connected to the ChargePoint Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the ChargePoint Services;
(c) restrict or inhibit any other user from using and enjoying the ChargePoint Services or any other CPI services;
(d) attempt to gain unauthorized access to the ChargePoint Network or the ChargePoint Services or related systems or networks or any data contained therein, or access or use ChargePoint or ChargePoint Services through any technology or means other than those provided or expressly authorized by CPI;
(e) create any ChargePoint Services user account by automated means or under false or fraudulent pretenses, or impersonate another person or entity on ChargePoint, or obtain or attempt to obtain multiple keys for the same URL;
(f) reverse engineer, decompile or otherwise attempt to extract the source code of the ChargePoint Services or any part thereof, or any Charging Station, except to the extent expressly permitted or required by applicable law;
(g) create derivative works based on any CPI Property;
(h) remove, conceal or cover the CPI Marks or any other markings, labels, legends, trademarks, or trade names installed or placed on the Charging Stations or any peripheral equipment for use in connection with Subscriber’s Charging Stations;
(i) use or permit use, by an act or omission, ChargePoint’s trademarks or other intellectual property in any manner that degrades, disparages or reflects adversely on ChargePoint or its business or reputation or that would be detrimental to the ChargePoint trademarks or their associated goodwill; (j) except as otherwise expressly permitted by this Agreement or in any applicable data sheet relating to a ChargePoint Service, copy, frame or mirror any part of the ChargePoint Services or ChargePoint Content, other than copying or framing on Subscriber’s own intranets or otherwise solely for Subscriber’s own internal business use and purposes;
(k) access ChargePoint, any ChargePoint Application or the ChargePoint Services for the purpose of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose, or for any improper purpose whatsoever, includ ing, without limitation, in order to build a competitive product or service or copy any features, functions, interface, graphics or “look and feel;”
(l) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the ChargePoint Services or Content or collect information about ChargePoint users for any unauthorized purpose;
(m) upload, transmit or introduce any Malicious Code to ChargePoint or ChargePoint Services;
(n) use any of the ChargePoint Services if Subscriber is a person barred from such use under the laws of the United States, Canada, or of any other jurisdiction; or (o) use the ChargePoint Services to upload, post, display, transmit or otherwise make available (A) any inappropriate, defamatory, obscene, or unlawful content; (B) any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party; (C) any messages, communication or other content that promotes pyramid schemes, chain letters, constitutes disruptive commercial messages or advertisements, or is prohibited by applicable law, the Agreement or the Documentation.

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5.5 CONTENT.
(a) ChargePoint Content (including but not limited to Charging Station data and status) is provided for planning purposes only. Subscriber may find that various events may mean actual Charging Station conditions (such as availability or pricing) differ from what is set forth in the Content. In addition, certain Charging Station-related Content, including Charging Station name and use restrictions, is set by the Charging Station owner and is not verified by CPI. Subscriber should exercise judgment in Subscriber’s use of the Content.

(b) Certain Content may be provided under license from third parties and is subject to copyright and other intellectual property rights of such third parties. Subscriber may be held liable for any unauthorized copying or disclosure of such third party-supplied Content. Subscriber’s use of such Content may be subject to additional restrictions set forth in the Documentation. (c) Subscriber shall not copy, modify, alter, translate, amend, or publicly display any of the Content except as expressly permitted by the Documentation. Subscriber shall not present any portion of the Content in any manner, that would (i) make such Content false, inaccurate or misleading, (ii) falsify or delete any author attributions or labels of the origin or source of Content, or (iii) indicate or suggest that the Charging Station locations provided as part of the Content are anything other than ChargePoint® Network Charging Stations.

(d) Subscriber shall not remove, obscure, or alter in any manner any proprietary rights notices (including copyright and trademark notices), warnings, links or other notifications that appear in the ChargePoint Service.

6. SUBSCRIPTION FEES AND PAYMENT TERMS.

6.1 SUBSCRIPTION FEES. If Subscriber is invoiced for the Services, Subscriber shall pay all Subscription Fees within thirty (30) days of its receipt of CPI’s invoice. All payments shall be made in U.S.

Dollars (or, if Subscriber is located in Canada, Canadian Dollars) by check, wire transfer, ACH payment system or other means approved by CPI or if applicable, as described in CPI’s credit card policy. Customer may not offset any amounts due to CPI hereunder against amounts due to Customer under this Agreement or any other agreement. Subscription fees payable to CPI do not include any Taxes imposed thereon, and Subscriber is responsible for any and all such Taxes. All such Taxes shall be set forth on the invoice provided by CPI to Subscriber; provided that, CPI’s failure to include any such Tax on an invoice shall not relieve Subscriber’s liability therefor. Except as otherwise set forth in this Agreement, all payment obligations under this Agreement are non- cancelable and non-refundable.

6.2 LATE PAYMENTS. Late payments shall be subject to a charge equal to the lesser of (i) one and one -half percent (1.5%) per month or (ii) the maximum rate permitted by law. Subscriber will reimburse CPI for attorneys’ fees and other expenses reasonably incurred by CPI in the collection of any late payments. If any amount owing by Subscriber under this Agreement is more than thirty (30) days overdue, CPI may, without otherwise limiting CPI’s rights or remedies, (a) terminate this Agreement, (b) suspend the use by Subscriber of the ChargePoint Services until such amounts are paid in full, and/or (c) condition future ChargePoint Service renewals and other Subscriber purchases on payment terms ot her than those set forth herein; provided that CPI shall not exercise any such rights if Subscriber has reasonably disputed such charges and is cooperating diligently in good faith to resolve the dispute.

7. INTELLECTUAL PROPERTY RIGHTS AND LICENSES.

7.1 CPI PROPERTY. As between CPI and Subscriber, CPI retains and reserves all right, title and interest (including all related Intellectual Property Rights) in and to the CPI Property and any

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improvements thereto. No rights are granted to Subscriber in the CPI Property hereunder except as expressly set forth in this Agreement.

7.2 SUBSCRIBER PROPERTY. As between CPI and Subscriber, Subscriber retains and reserves all right, title and interest (including all related Intellectual Property Rights) in and to (i) all Subscriber Marks and (ii) all Subscriber Content and Services (collectively, the “Subscriber Property”). No rights are granted to CPI in the Subscriber Property hereunder except as expressly set forth in this Agreement.

7.3 LIMITED LICENSE TO SUBSCRIBER. CPI hereby grants to Subscriber a royalty -free, non- assignable, non-transferable, and non-exclusive license to use the CPI Property solely in accordance with the terms of this Agreement (including without limitation all limitations and restrictions on suc h use) to the extent necessary for Subscriber to access, use and receive the ChargePoint Services as permitted herein.

7.4 LIMITED LICENSE TO CPI. Subscriber hereby grants to CPI a non -assignable, non - transferable, and non-exclusive license to use the Subscriber Property solely in accordance with the terms of this Agreement (including without limitation all limitations and restrictions on such use) to the extent necessary for CPI to provide the ChargePoint Services. CPI may utilize the Subscriber Marks to advertise that Subscriber is using the ChargePo int Services. The foregoing license includes a perpetual and irrevocable right of CPI to reproduce, adapt, modify, translate, publicly perform, publicly display and distribute all Subscriber Content and Ser vices submitted, posted or displayed by Subscriber in the ChargePoint Services, solely for the purpose of enabling CPI to operate, market and promote the ChargePoint Services, and to index and serve such Subscriber Content and Services as search results through ChargePoint Services. CPI shall have a royalty -free, worldwide, transferable, sublicensable, irrevocable perpetual license to use or incorporate in the ChargePoint Services any suggestions, enhancement requests, recommendations or other feedback provided by Subscriber or Subscriber Rights Grantees relating to the ChargePoint Services.

7.5 ADDITIONAL TERMS REGARDING CPI MARKS.
(a) USE LIMITATIONS . Subscriber shall display the CPI Marks in connection with Subscriber Charging Stations as required in this Agreement during the term of Subscriber’s Cloud Plan.

Subscriber shall not use any of the CPI Marks for or with any products other than its Chargin g Stations.

From time to time, CPI may provide updated CPI Mark usage guidelines on the ChargePoint Application or elsewhere in the Documentation, and Subscriber shall thereafter comply with such updated guidelines. For any use of the CPI Mark not authorized by such guidelines, or if no such guidelines are provided, then for each initial use of the CPI Mark, Subscriber must obtain CPI’s prior written consent, which shall not be unreasonably withheld or delayed, and after such consent is obtained, Subscriber may use the CPI Mark in the approved manner. All use by Subscriber of CPI's Marks (including any goodwill associated therewith) will inure to the benefit of CPI.
(b) PROHIBITIONS. Subscriber shall not use or display any CPI Mark (or any likeness of a CPI Mark):
(i) 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; (ii) in any manner that (x) implies a relationship or affiliation with CPI other than as described under the Agreement, (y) implies any sponsorship or endorsement by CPI, or (z) can be reasonably interpreted to suggest that any Subscriber Content and Services has been authored by, or represents the views or opinions of CPI or CPI personnel;

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(iii) in any manner intended to disparage CPI, ChargePoint, or the ChargePoint Services, or in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to CPI;
(iv) in any manner that violates any law or regulation; or

(v) that is distorted or altered in any way (including squeezing, stretching, inverting, discoloring, etc.) from the original form provided by CPI; or

(vi) on any Charging Station that, after ten (10) days’ written notice from ChargePoint, continues to malfunction or is otherwise improperly maintained in a manner that ChargePoint reasonably determines reflects poorly on ChargePoint or is likely to cause harm to ChargePoint’s brand, reputation or business . If any Charging Station continues to malfunction or is otherwise improperly maintained as such, in addition to any other remedies available to it under this Agreement or under applicable law, ChargePoint sha ll have the right to have the Charging Station not discoverable or visible by the general public, including but not limited to ChargePoint account holders, on any interface (e.g., mobile application) that accesses the ChargePoint Network.

(c) NO REGISTRATION OF CPI MARKS. Subscriber shall not, directly or indirectly, register or apply for, or cause to be registered or applied for, any CPI Marks or any patent, trademark, service mark, copyright, trade name, domain name or registered design that is substantially or confusingly similar to a CPI Mark, patent, trademark, service mark, copyright, trade name, domain name or registered design of CPI, or that is licensed to, connected with or derived from confidential, material or proprietary information imparted to or licensed to Subscriber by CPI. At no time will Subscriber challenge or assist others to challenge the CPI Marks (except to the extent such restriction is prohibited by law) or the registration thereof by CPI.
(d) REMOVAL OF CPI MARKS FROM SUBSCRIBER CHARGING STATIONS. If at any time Subscriber fails to comply with any of the prohibitions set forth in Section 7.5(b) or any restrictions set forth in Section 5.4, ChargePoint shall have the right, in addition to any other remedies available to it under this Agreement or under applicable law, upon five (5) days’ written notice to Subscriber, to itself or through a third -party representative, without notice to or additional permission from Subscriber, enter Subscriber’s premises for the purpose o f removing or covering any or all CPI Marks, which may include covering the Subscriber Charging Station in its entirety.

(e) TERMINATION AND CESSATION OF USE OF CPI MARKS. Upon termination of this Agreement, Subscriber will immediately discontinue all use and display of all CPI Marks.

8. LIMITATIONS OF LIABILITY.

8.1 DISCLAIMER OF WARRANTIES. CHARGEPOINT AND THE CHARGEPOINT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR SUBSCRIBER’S USE, WITHOUT WARRANTIES OF ANY KIND,

EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CPI DOES NOT WARRANT THAT (A) SUBSCRIBER’S USE OF THE CHARGEPOINT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE FROM ERROR, OR MEET SUBSCRIBER’S REQUIREMENTS; (B) ALL CONTENT AND

OTHER INFORMATION OBTAINED BY SUBSCRIBER FROM OR IN CONNECTION WITH THE CH ARGEPOINT SERVICES WILL BE ACCURATE AND RELIABLE; (C) ALL DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE CHARGEPOINT SERVICES WILL BE CORRECTED. ALL CONTENT OBTAINED THROUGH THE CHARGEPOINT SERVICES IS OBTAINED AT SUBSCRIBER’S OWN DISCRETION AND RISK, AND SUBSCRIBER

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WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER’S COMPUTER SYSTEM OR OTHER

DEVICE, LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.

8.2 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES . REGARDLESS OF WHETHER

ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL

CPI BE LIABLE FOR ANY LOST REVENUE OR PROFIT, LOST OR DAMAGED DATA, BUSINESS INTERRUPTION,

LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUE NTIAL, INCIDENTAL OR PUNITIVE DAMAGES,

HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE

USE OF OR INABILITY TO USE THE CHARGEPOINT NETWORK, ANY CHARGEPOINT SERVICES, THIS

AGREEMENT, A GRANT OR RECEIPT OF RIGHTS OR OTHERWISE OR BASED ON ANY EXPRESSED, IMPLIED OR CLAIMED WARRANTIES BY SUBSCRIBER NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT.

8.3 ELECTRICAL, CELLULAR AND INTERNET SERVICE INTERRUPTIONS. Neither CPI nor Subscriber shall have any liability whatsoever to the other with respect to damages caused by: (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 Charging Stations to ChargePoint; (iii) interruptions attributable to unauthorized ChargePoint Network intrusions; (iv) interruptions in services provided by any Internet service provider not affiliated with CPI; or (v) the inability of a Charging Station to access ChargePoint as a result of any change in product offerings (including, without limitation, the any network upgrade or introduction of any “next generation” services) by any wireless or cellular carrier. This includes the loss of data resulting from such electrical, wireless, cellular or Internet service interruptions.

8.4 LIMITATION OF LIABILITY. CPI’s aggregate liability under this Agreement shall not exceed aggregate Subscription Fees paid by Subscriber to CPI in the twelve (12) calendar months prior to the event giving rise to the liability.

8.5 CELLULAR CARRIER LIABILITY. IN ORDER TO DELIVER THE CHARGEPONT SERVICES, CPI

HAS ENTERED INTO CONTRACTS WITH ONE OR MORE UNDERLYING WIRELESS SERVICE CARRIERS (THE “UNDERLYING CARRIER”). SUBSCRIBER HAS NO CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING

CARRIER AND SUBSCRIBER IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN CPI AND THE UNDERLYING CARRIER. SUBSCRIBER UNDERSTANDS AND AGREES THAT THE UNDERLYING CARRIER

HAS NO LIABILITY OF ANY KIND TO SUBSCRIBER, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. SUBSCRIBER 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 PROP ERTY

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 SERVICES EXCEPT WHERE THE CLAIMS RESULT FROM THE UNDERLYING CARRIER’S GROSS NEGLIGENCE OR WILLFUL MI SCONDUCT. 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 CPI AND THE UNDERLYING CARRIER CANNOT GU ARANTEE

THE SECURITY OF WIRELESS TRANSMISSIONS, AND WILL NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE CHARGEPOINT SERVICES.

8.6 ADDITIONAL RIGHTS. BECAUSE SOME STATES OR JURISDICITONS DO NOT ALLOW THE

LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES AND/OR THE DISCLAIMER OF IMPLIED WARRANTIES AS SET FORTH IN THIS SECTION 8, ONE OR MORE OF THE ABOVE LIMITATIONS MAY NOT APPLY; PROVIDED THAT, IN SUCH INSTANCES, CPI’S LIABILTY AND/OR IMPLIED WARRANTIES

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GRANTED IN SUCH CASES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. TERM, RENEWAL AND TERMINATION.

9.1 TERM OF AGREEMENT. This Agreement shall become effective on the Effective Date and shall continue until the expiration of all of Subscriber’s Cloud Plans.

9.2 CLOUD PLAN TERM. Each Cloud Plan acquired by Subscriber shall commence as follows:

Each Cloud Plan acquired for use with a new Charging Station will commence on ninety (90) days from the date the subscription plan is invoiced. Upon expiration of the original term, this Agreement will renew automatically for the successive term originally purchased at the list price applicable thereto, subject to increases and Subscriber’s right to terminate below. Should the renewal be cancelled and subsequently be requested to be reinstated by Subscriber, reinstatement will be subject to the payment of Subscription Fees for any lapse period plus reasonable reinstatement fee . If, however, at any time after the original term Subscriber wishes to terminate a Cloud Plan that has been automatically renewed, Subscriber may do so by providing CPI thirty (30) days’ written notice of cancellation and CPI will issue Subscriber a pro-rata refund of any funds paid for periods from the effective date of cancellation to the end of the auto-renewed term. Notwithstanding the foregoing, there shall no pro-rata refunds allowed on automatic renewals for plans of multiple years. Renewals of Cloud Plans will commence on the date of the expiration of the Subscription being renewed. Each Subscriber Cloud Plan shall continue for the applicable duration thereof, unless this Agreement is te rminated earlier in accordance with its terms. If Subscriber has elected or is required, as the case may be, to pay by credit card as provided in this Agreement or if applicable, as described in CPI’s credit card policy, the renewal will be charged to Subscriber’s payment method (credit card) on file, which may include any payment method automatically updated by Subscriber’s issuing bank.

If Subscriber’s credit card is declined, invalid, or payment is not made by the issuer of Subscriber’s credit card on Subscriber’s Subscription Date, without further notice CPI reserves the right to automatically recharge the payment method until payment is received, the payment method is updated, or the Service is discontinued for nonpayment.

9.3 TERMINATION BY CPI.
(a) This Agreement may be immediately terminated by CPI: (i) if Subscriber is in material breach of any of its obligations under this Agreement, and has not cured such breach within thirty (30) days (or within five (5) days in the case of any payment default) of Subscriber’s receipt of written notice thereof; (ii) Subscriber becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency, receivership, liquidation or an assignment for the benefit of creditors; (iii) upon the determination by any regulatory body that the subject matter of this Agreement is subject to any governmental regulatory authorization or review that imposes additional costs of doing business upon CPI; or (iv) as otherwise explicitly provided in this Agreement. Regardless of whether Subscriber is then in breach, CPI may, in its reasonable discretion, determine that it will not accept any renewal by Subscriber of its subscription to ChargePoint Services. In such case, this Agreement shall terminate upon the later of the expiration of all of Subscriber’s subscriptions to ChargePoint Services. (b) CPI may in its discretion suspend Subscriber’s continuing access to the ChargePoint Services or any portion thereof if (A) Subscriber has breached any provision of this Agreement, or has acted in manner that indicates that Subscriber does not intend to, or is unable to, comply with any provision of this Agreement; (B) such suspension is required by law (for example, due to a change to the law governing the provision of the ChargePoint Services); or (c) providing the ChargePoint Services to Subscriber could create a security risk or material technical burden as reasonably determined by CPI.

9.4 TERMINATION BY SUBSCRIBER.

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This Agreement may be immediately terminated by Subscriber without prejudice to any other remedy of Subscriber at law or equity: (i) if CPI is in material breach of any of its obligations under this Agreement, and has not cured such breach within thirty (30) days of the date of its receipt of written notice thereof, (ii) CPI becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency, receivership, liquidation or an assignment for the benefit of creditors, or (iii) upon providing thirty (30) days prior written notice.

9.5 REFUND OR PAYMENT UPON TERMINATION. Upon any termination of this Agreement for cause by Subscriber pursuant to Section 9.4(i)or by CPI pursuant to Section 9.3(a)(iii), CPI shall refund to Subscriber a pro-rata portion of any pre-paid Subscription Fees based upon the remaining Cloud Plan term. Upon any termination for any other reason, Subscriber shall not be entitled to any refund of any Subscription Fees as a result of such termination. Except as otherwise set forth in this Agreement, in no event shall any termination relieve Subscriber of any unpaid Subscription Fees due CPI for the Cloud Plan term in which the termination occurs or any prior Cloud Plan term.

9.6 SURVIVAL. Those provisions dealing with the Intellectual Property Rights of CPI, limitations of liability and disclaimers, restrictions of warranty, Applicable Law and those other provisions which by their nature or terms are intended to survive the termination of this Agreement will remain in full force and effect as between the Parties hereto regardless of the termination of this Agreement.

10. INDEMNIFICATION. Subscriber hereby agrees to indemnify, defend and hold CPI, its officers, directors, agents, affiliates, distribution partners, licensors and suppliers harmless from and against any and all claims, actions, proceedings, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Claims”) suffered or incurred by such indemnified parties resulting from or arising out of Subscriber’s actual or alleged use (directly, or through a grantee of Rights by Subscriber) of the ChargePoint Services, ChargePoint or Subscriber Content and Services. Subscriber will cooperate as fully as reasonably required in the defense of any claim. CPI reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Subscriber.

11. GENERAL.

11.1 AMENDMENT OR MODIFICATION. CPI reserves the right to modify this Agreement from time to time. CPI will provide notice of each such modification to Subscriber. Subscriber’s continued use of the ChargePoint Services following such notice will constitute an acceptance of the modified Agreement.

11.2 WAIVER. The failure of either Party at any time to enforce any provision of this Agreement shall not be construed to be a waiver of the right of such Party to thereafter enforce that provision or any other provision or right.

11.3 FORCE MAJEURE. Except with respect to payment obligations, neither CPI nor Subscriber will be liable for failure to perform any of its obligations hereunder due to causes beyond such party’s reasonable control and occurring without its fault or negligence, including but not limited to fire, flood, earthquake or other natural disa ster (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.

11.4 GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION. The ChargePoint entity entering into this Agreement, the address to which Subscriber should direct notices under this Agreement,

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the governing law, and place of jurisdiction, shall be determined according to where the Subscriber is domiciled:

If Subscriber is
domiciled in:

The CPI Entity
entering into
this Agreement
is:

Notices should
be addressed to:

Governing law
is:

Place of
jurisdiction:

Forum:

Judicial
Arbitration and
Mediation
Services, Inc.
(JAMS)
Canada ChargePoint
Canada, Inc., a
British Columbia
corporation
Attn: Legal
Department
ChargePoint, Inc.
254 E Hacienda
Ave
Campbell, CA
95008
British Columbia
and controlling
Canadian federal
law
Vancouver,
British Columbia,
Canada
ADR Institute of
Canada

This Agreement, and any disputes related to this Agreement, will be governed by the applicable Governing Laws above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

Except with respect to any matter relating to Subscriber’s violation of the intellectual property rights of CPI, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be submitted to and finally settled by arbitration using the English language in accordance with the Arbitration Rules and Procedures of the applicable Forum above then in effect, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex co mmercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. All claims shall be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of CPI, such claim may be litigated in a court of competent jurisdiction. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs.

Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief.

11.5 NOTICE REGARDING CLAIMS TO REGULATORY COMPLIANCE MECHANISMS . The use of certain ChargePoint Charging Stations may be eligible to generate clean fuels credits, low -carbon fuel standard credits, renewable fuels credits, emissions reduction units, carbon offsets, allowances,

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renewable fuel and/or obligation certificates, or similar regulatory compliance instruments, collectively (“Regulatory Compliance Mechanisms”), used to comply with applicable federal, state, provincial, international or regional emissions, low-carbon fuel, and/or renewable fuel compliance programs. CPI and Subscriber may be eligible to claim title to Regulatory Compliance Mechanisms, however, only one Party can claim title. Should Subscriber choose to claim regulatory title, assuming Subscriber may be eligible to do so, Subscriber must opt-in to the applicable program and fulfill all ongoing administrative and reporting obligations required of program participants, including recurring verification and/or auditing requirements. CPI intends to claim title to applicable Regulatory Compliance Mechanisms, assuming CPI may be eligible to do so; however, CPI will not claim title to specific Regulatory Compliance Mechanisms that Subscriber has opted to claim. Subscriber agrees that it will provide CPI with written notice of its intent to claim specific Regulatory Compliance Mechanisms within ten (10) days of the Effective Date. If Subscriber does not currently intend to claim regulatory title, but desires to do so at any time in the future, Subscriber may, by provid ing written notice to CPI, elect to claim title to Regulatory Compliance Mechanisms resulting from the use of ChargePoint Charging Stations thirty (30) days or more after the date of such notice. Subscriber represents and warrants to CPI that, in the absen ce of providing written notice, Subscriber will not claim any Regulatory Compliance Mechanisms and hereby designates that right to CPI. All notices shall be provided by email to CPI at [email protected].

11.6 NOTICE REGARDING RIN DATA. For Subscriber’s located in the United States, CPI will participate in an application to the U.S. Environmental Protection Agency (“EPA”) to permit vehicle charging data (“Charging Data”) collected by CPI from centrally networked charging stations to be utilized in a process to generate Renewable Identification Numbers (“RIN)” under the Renewable Fuel Standard.

CPI must establish its exclusive right to utilize the Charging Data and the associated environmental attributes underlying the charging events represented by the Charging Data (Charging Data and such environmental attributes referred to collectively as, the “RIN Data”) for the purposes of RIN generation.

Subscriber confirms that it will not pursue utilizing RIN Data for the purposes of RIN generation and that, as between Subscriber and CPI, CPI has the exclusive right to use the RIN Data for the purpose of RIN generation.

11.7 NOTICES. Other than the notices required in Sections 11.5 and 11.6, any notice required or permitted by this Agreement shall be sent (a) if by CPI, via electronic mail to the address indicated by Subscriber in Subscriber’s ChargePoint Services account; or (b) if by Subscriber, via electr onic mail to [email protected].

11.8 INJUNCTIVE RELIEF. Subscriber acknowledges that damages for improper use of the ChargePoint Services may be irreparable; therefore, CPI is entitled to seek equitable relief, including but not limited to preliminary injunction and injunction, in addition to all other remedies.

11.9 SEVERABILITY. Except as otherwise specifically provided herein, if any term or condition of this Agreement or the application thereof to either Party will to any extent be determined jointly by the Parties or by any judicial, governmental or similar authority, to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to this Agreement, the Parties or circumstances other than those as to which it is determined to be invalid or unenforceable, will not be affected thereby.

11.10 ASSIGNMENT. Subscriber may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of CPI (not to be unreasonably withheld). In the event of any purported assignment in breach of this Section, CPI shall be entitled, at its sole discretion, to terminate this Agreement upon written notice given to Subscriber.

Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective

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successors and permitted assigns. CPI may assign its rights and obligations under this Agreement.

11.11 NO AGENCY OR PARTNERSHIP. CPI, in the performance of this Agreement, is an independent contractor. In performing its obligations under this Agreement, CPI shall maintain complete control over its employees, its subcontractors and its operations. No partnership, joint venture or agency relationship is intended by CPI and Subscriber to be created by this Agreement. Neither Party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other Party, whether express or implied, or to bind the other Party in any respect whatsoever.

11.12 ENTIRE AGREEMENT. This Agreement (including the attached Exhibits) contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes and cancels all previous and contemporaneous agreements, negotiations, commitments, understandings, representations and writings. All purchase orders issued by Subscriber shall state that such purchase orders are subject to all of the terms and conditions of this Agreement, and contain no other term other than the type of Cloud Plan, th e number of Charging Stations for which such Cloud Plan is ordered, the term of such Cloud Plans and applicable Subscription Fees. To the extent of any conflict or inconsistency between the terms and conditions of this Agreement and any purchase order, the Agreement shall prevail.

Notwithstanding any language to the contrary therein, no terms or conditions stated in any other documentation shall be incorporated into or form any part of this Agreement, and all such purported terms and conditions shall be null and void.

11.13 COPYRIGHT POLICIES. It is CPI's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers.

11.14 THIRD PARTY RESOURCES . The ChargePoint Services may include hyperlinks to other websites or resources. CPI has no control over any web sites or resources that are provided by companies or persons other than CPI. Subscriber acknowledges and agrees that CPI is not responsible for the availability of any such web sites or resources, CPI does not endorse any advertising, products or other materials on or available from such web sit es or resources, and CPI is not liable for any loss or damage that may be incurred by Subscriber as a result of any reliance placed by Subscriber on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from, such websites or resources.

11.15 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute but one and the same document.

11.16 ENGLISH LANGUAGE AGREEMENT GOVERNS. Where CPI has provided Subscriber with a translation of the English language version of this Agreement, Subscriber agrees that the translation is provided for Subscriber’s convenience only and that the English language version of this Agreement governs Subscriber’s relationship with CPI. If there is any conflict between the English language version of this Agreement. It is the express wish of the Parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.

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EXHIBIT 1

FLEX BILLING TERMS

This Exhibit sets forth certain additional terms and conditions (“Flex Billing Terms”) pursuant to which Subscriber may charge Users fees for the use of Subscriber’s Charging Stations. In order to charge such fees, Subscriber must subscribe to a Cloud Plan that includes CPI’s management, collection and/or processing services related to such fees (“Flex Billing”).

1. DEFINITIONS. The following additional defined terms shall apply to these Flex Billing Terms:

1.1 “CPI Fees” means a fee, currently equal to ten percent (10%) of Session Fees, charged for a particular Session. CPI Fees are charged by CPI in exchange for its collection and processing of Session Fees on behalf of Subscriber. CPI will provide Subscriber with thirty (30) days prior written notice (which may include, without limitation, noti ce provided by CPI through its regular newsletter to Subscriber) of any increase in CPI Fees.

1.2 “Net Session Fees” means the total amount of Session Fees collected on behalf of the Subscriber by CPI, less CPI Fees and Taxes, if any, required by law to be collected by CPI from Users in connection with the use of Charging Stations. Except as required by law, Subscriber s hall be responsible for the payment of all Taxes incurred in connection with use of Subscriber’s Charging Stations.

1.3 “Session” or “Charging Session” means the period of time during which a User uses Subscriber’s Charging Station to charge his or her electric vehicle for a continuous period of time not less than two (2) minutes commencing when a User has accessed such Charging Station and ending when such User has terminated such access.

1.4 “Session Fees” means the fees set by the Subscriber for a Charging Session, inclusive of any applicable Taxes.

2. FLEX-BILLING SERVICE FOR CHARGING STATIONS.

2.1. SESSION FEES. Subscriber shall have sole authority to determine and set Session Fees.

Subscriber shall be solely responsible for determining and charging Session Fees in compliance with all applicable laws and regulations (including without limitation any restriction on Subscriber’s use of per - kWh pricing). Subscriber acknowledges that CPI is not responsible for informing Subscriber of applicable laws or changes thereto, and CPI will not be liable to Subscriber or any third party for any alleged or actual failure of Subscriber to comply with such applicable laws and regulations.

2.2 DEDUCTIONS FROM SESSION FEES. In exchange for CPI collecting Session Fees on behalf of the Subscriber, the Subscriber hereby authorizes CPI to deduct from all Session Fees collected: (i) CPI Fees and (ii) to the extent required by Section 3, applicable Taxes.

2.3 PAYMENT TO SUBSCRIBER OF NET SESSION FEES. Unless directed otherwise by Subscriber in writing (email will be sufficient) or electronic form, CPI will remit Net Session Fees to Subscriber, not less than monthly , provided that the amount due to Subscriber hereunder is at least fifty U.S. dollars (50) (or, if Subscriber is located in Canada fifty Canadian dollars). Notwithstanding, the foregoing, CPI shall remit any unpaid Net Session Fees, regardless of the amount, to Subscriber at least annually, unless directed otherwise by Subscriber in writing (email will be sufficient) or electronic form, and within thirty (30) days of the expiration or termination

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of this Agreement. All payments shall be made by electronic payment. In order to facilitate such payments, Subscriber agrees to maintain Subscriber’s current bank information , into Subscriber’s ChargePoint Services (customer facing portal), to enable electronic remittance of the Net Session Fees. If the Subscriber requests payment in a manner other than electronic payment (e.g., check), Subscriber agrees to bear the reasonable costs related to such request.

3. TAXES. If applicable, Subscriber is responsible for setting pricing on a Tax -inclusive basis. CPI is not responsible for remittance of any Taxes on behalf of Subscriber and Subscriber shall be responsible to report and remit any and all applicable Taxes assessable based on Charging Sessions whether state, federal, provincial or otherwise; provided that CPI is solely responsible for all Taxes assessable based on CPI’s income, property and employees. Where CPI is required by law to collect and/or remit the Taxes for which Subscriber is responsible, the appropriate amount shall be invoiced to Subscriber and deducted by CPI from Session Fees, unless Subscriber has otherwise provided CPI with a valid tax or regulatory exemption certificate or authorization from the appropriate taxing or regulatory authority.

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EXHIBIT 2

API TERMS

This Exhibit sets forth certain additional terms and conditions (“API Terms”) governing Subscriber’s use of the APIs in connection with Subscriber’s use of the ChargePoint Services. The API Terms are part of the Agreement, and all such use of the APIs remains subject to the Agreement terms.

1. ADDITIONAL DEFINITIONS. The following additional definitions shall apply to the API Terms.

1.1 "API Implementation" means a Subscriber software application or website that uses any of the APIs to obtain and display Content in conjunction with Subscriber Content and Services.

1.2 “API Documentation” means all Documentation containing instructions, restrictions or guidelines regarding the APIs or the use thereof, as amended and/or supplemented by CPI from time to time.

1.3 “CPI Site Terms” means the Terms and Conditions displayed on CPI’s website, governing use of CPI’s website and the ChargePoint Services by visitors who are not Cloud Plan subscribers.

2. API USE. Subscriber may use the APIs as and to the extent permitted by Subscriber’s Cloud Plan and the API Documentation, subject to the terms and conditions of the Agreement.

2.1 AVAILABLE APIs AND FUNCTION CALLS. The APIs give Subscriber access to information through a set of function calls. The particular APIs and API function calls made available by CPI from time to time (and the Content available through such APIs and function calls) will be limited by Subscribe r’s Cloud Plan, and Subscriber’s particular Cloud Plan may not include all APIs and function calls then available from CPI.

2.2 USE AND DISPLAY OF CONTENT. Subscriber is permitted to access, use and publicly display the Content with Subscriber Content and Services in Subscriber’s API Implementation, subject to the following requirements and limitations.
(a) All Charging Station locations provided to Subscriber as part of the Content shall be clearly identified by Subscriber in Subscriber’s API Implementation as ChargePoint ® Network Charging Stations and shall contain the Brand Identifiers required by the API Documentation. In no event shall Subscriber’s API Implementation identify or imply that any Charging Station is a part of any network of charging stations other than ChargePoint.

(b) Subscriber shall keep the Content used by Subscriber’s API Implementation current with Content obtained with the APIs to within every forty eight (48) hours.

(c) Content provided to Subscriber through the APIs may contain the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of CPI’s business partners and/or other third party rights holders of Content indexed by CPI, which may not be deleted or altered in any manner.

(d) Subscriber shall not:

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(i) pre-fetch, cache, or store any Content, except that Subscriber may store limited amounts of Content for the purpose of improving the performance of Subscriber’s API Implementation if Subscriber does so temporarily, securely, and in a manner that does not permit use of the Content outside of the ChargePoint Service;

(ii) hide or mask from CPI the identity of Subscriber’s service utilizing the APIs, including by failing to follow the identification conventions listed in the API Documentation; or

(iii) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

2.3 REQUIRED INFORMATION. Subscriber must:

(a) display to all viewers and users of Subscriber’s API Implementation the link to the CPI Site Terms and Conditions as presented through the ChargePoint Services or described in the Documentation;

(b) explicitly state in the use terms governing Subscriber’s API Implementation that, by using Subscriber’s API Implementation, such viewers and users are agreeing to be bound by the CPI Site Terms; and

(d) comply with all applicable laws designed to protect the privacy and legal rights of users of Subscriber’s API Implementation.

2.4 REPORTING. Subscriber must implement reporting mechanisms, if any, that CPI requires in the API Documentation.

3. CPI BRANDING REQUIREMENTS AND RESTRICTIONS.

3.1 MANDATORY CPI BRANDING. Subject to Section 3.2 below and the restrictions on use of CPI Marks set forth in the Agreement, Subscriber agrees that each page comprising Subscriber’s API Implementation will include a ChargePoint logo and will state that Subscriber’s application or we bsite is provided, in part, through the ChargePoint Services.

3.2 RESTRICTIONS. Subscriber shall not:

(a) display any CPI Mark as the most prominent element on any page in Subscriber’s API Implementation or Subscriber’s website (except as used in connection with the display of Charging Stations); or

(b) display any CPI Mark anywhere in Subscriber’s API Implementation or on Subscriber’s website if Subscriber’s API Implementation or website contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty -one (21) years of age.

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EXHIBIT 3

TERMS REGARDING GRANTING OF RIGHTS

This Exhibit sets forth certain additional terms and conditions applicable to Rights Grantors and Rights Grantees regarding the granting of Rights (“Rights Terms”). The Rights Terms are part of the Agreement, and all use of the ChargePoint Services permitted pursuant to the Rights Terms remains subject to the Agreement.

1. ADDITIONAL DEFINITIONS. The following additional definitions shall apply.

1.1 “Rights Grantor” means Subscriber.

1.2 “Rights Grantee” means any person to whom Subscriber has granted Rights. For purposes of this Agreement, a Subscriber shall be deemed to have granted Rights to the entity assisting Subscriber with creating its account and initiating Subscriber’s access to Services.

2. TERMS. This Section governs Subscriber’s granting of Rights as a Rights Grantor.

2.1 LIMITED RIGHTS. A Rights Grantee’s right to access and use the ChargePoint Services for and on behalf of a Rights Grantor is limited to the specific Rights granted by such Rights Grantor to such Rights Grantee. Such Rights may be limited according to the Cloud Plan(s) subscribed to by Subscriber. Subscriber may revoke Rights, or any portion thereof, it has granted to a Rights Grantee at will and such Rights will thereafter by terminated with respect to such Rights Grantee. In no event may Subscriber grant Rights in excess of those provided to it through the Cloud Plan(s) to which it has subscribed.

2.2 RESPONSIBILITY FOR AUTHORIZED USER. All use of the ChargePoint Services by a Rights Grantee exercising Rights granted by Subscriber shall be subject to the terms and conditions of the Agreement (including without limitation Subscriber’s indemnification obligation pursuant to Section 10 thereof).

Subscriber shall be responsible for the actions, omissions, or performance of such Rights Grantee while exercising any such Rights, as if such action, omission or performance had been committed by Subscriber directly.

2.3 NO AGREEMENT. Subscriber acknowledges and agrees that the ChargePoint Services merely enable a Rights Grantor to extend Rights to Rights Grantees. The mere extension of such Rights by a Rights Grantor to a Rights Grantee does not constitute an agreement between Rights Grantor and the Rights Grantee with respect to the granted Rights or the exercise of such Rights by the Rights Grantee. CPI does not, either through the terms of the Agreement or the provision of ChargePoint Services undertake to provide any such agreement. It is the responsibility of the Rights Grantor and the Rights Grantee to enter into such an agreement on terms mutually acceptable to each. CPI expressly undertakes no liability with respect to such an agreement and Rights Grantor fully and unconditionally releases CPI from any liability arising out of such an agreement.

Further Rights Grantor agrees to indemnify and hold CPI, its officers, directors, agents, affiliates, distribution partners, licensors and suppliers harmless from and against any and all claims, actions, proceedings, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Claims”) suffered or incurred by such indemnified parties resulting from or arising out of such agreement.

Revised 3.4.2024 1

TERMS AND CONDITIONS OF

PURCHASE

1. Placement of Orders.

A. Purchase of Products. These Terms and Conditions of Purchase (“ Terms”) govern the purchase of (i) ChargePoint’s hardware products, including without limitatio n, electric vehicle charging station(s) (“ChargePoint Hardware”), and/or (ii) third party-provided hardware sold by ChargePoint (“Third Party Hardware”) (subsections A(i) and A(ii) herein are collectively defined as “Products”) by you or the legal entity you represent (“Company”) from the applicable ChargePoint entity as defined in Section 7.G below (“ChargePoint”). ChargePoint and Company are collectively defined as “ Parties,” and each are individually a “ Party.” Company’s purchase of Products from ChargePoint shall be legally binding by a written Accepted Order specifying the quantity and model of Products to be purchased and requested delivery schedule (which, absent agreement between the Parties, shall be a date that is no less than sixty (60) days after the date of the applicable Accepted Order). Company’s purchase of Products is subject to the terms and conditions described in these Terms. In the event there are terms and conditions in the Accepted Order that conflict with these Terms, then these Terms will supersede and control in such event.

Company acknowledges and agrees its purchase of Third Party Hardware may be subject to additional terms and conditions and/or different warranty coverage than the Warranty (as defined below) – see https://www.chargepoint.com/legal/support-services (“Third Party Warranty Terms”) for further details.

B. Acceptance of Purchase Orders . All purchase orders , and modifications to purchase orders, for Products are subject to acceptance or rejection by ChargePoint in its sole discretion.

No purchase order shall be legally binding on ChargePoint until it is accepted in writing by ChargePoint (“Accepted Order”). ChargePoint agrees to use commercially reasonable efforts to notify Company of Accepted Order(s) or rejection of purchase orders within ten (10) business days after receipt thereof. Accepted Orders are non-cancelable, non-returnable, and non-refundable.

C. Refusal of Purchase Orders . ChargePoint may withhold shipments of Products to Company if Company exceeds its applicable credit limit (if any), has not provided prepayment (if applicable), is in violation of its payment obligations to ChargePoint , and /or otherwise is in material breach of these Terms.

D. Stations Require Subscription to Cloud Services. Products are designed to work with ChargePoint’s cloud-based services (“Cloud Services”). Company’s access to and use of Cloud Services requires its acceptance of the then-current version of ChargePoint’s Master Services and Subscription Agreement, which may be updated from time to time by ChargePoint.

2. Delivery

A. Shipping Costs; Terms. All shipment of Products , unless otherwise agreed to by the Parties in writing, shall be FCA ChargePoint’s warehouse. Notwithstanding the foregoing, certain Products, including without limitation Third Party Hardware, may ship directly from the manufacturer of such Products or from a third party as authorized by such manufacturer. In such cases, shipping shall be FCA applicable third party’s warehouse. Company is responsible for all costs of shipping, transportation, insurance, warehousing, and other charges and costs Revised 3.4.2024 2
associated with the shipment of Products to Company. All shipping dates are approximate and are based upon prompt receipt of all necessary information from Company. In no event shall ChargePoint be liable for any costs related to the delay in delivery of the Products. Company's sole remedy for any material delay in delivery of the Products is to cancel the applicable order.

B. Transfer of Title . Delivery of Products to Company shall be completed upon delivery of the Products to Company's freight forwarder. Risk of loss and damage to Products shall pass to Company upon the delivery of such Products to such freight forwarder. ChargePoint shall use commercially reasonable efforts to deliver Products ordered by Company on the scheduled delivery date. All claims for non-conforming shipments must be made in writing to ChargePoint within twenty (20) days of the passing of the risk of loss and damage, as described above. Any claims not made within such period shall be deemed waived and released.

C. Substitutions. ChargePoint shall have the right to make substitutions and modifications to Products, including without limitation, the specifications of Products to be delivered pursuant to the applicable Accepted O rder; provided that , such substitutions or modifications will not materially affect the Product's form, fit, function, or safety specifications.

3. Invoicing and Payment

A. Invoicing. Unless otherwise agreed in writing by the Parties, ChargePoint shall issue an invoice to Company on or after the date it ships the ordered Products; provided that, ChargePoint may condition Accepted Order(s) on such credit and/or prepayment terms that ChargePoint determines, in its sole discretion, is necessary for such Accepted O rder(s), including without limitation, Company’s prior payment history and/or the quantity size of the order. If there is any change to the applicable credit and/or prepayment terms, no purchase order or acceptance thereof will be effective until Company has consented to such changes in writing thereto. If Company causes a delay in delivery, ChargePoint may issue its invoice at any time on or after the scheduled delivery date.

B. Payment Terms. ChargePoint will invoice Company at time of shipment of the Products.

All invoices shall be paid within thirty (30) days of Company’s receipt thereof. Invoices not paid when due are subject to interest at the rate of one and one- half percent (1.5%) per month or, if less, the highest rate allowed under applicable law. All non -credit shipments, or shipments in excess of Company’s available credit line, if any, shall be prepaid prior to shipment.

C. No Right of Set-Off; No Right of Return. Invoiced amounts are not subject to reduction by set-off or otherwise without the express written permission of ChargePoint. All sales are final, and Company shall have no right of return ; provided that, ChargePoint shall comply with its obligations under the Warranty (as defined below).

D. Taxes, Duties, Etc . All amounts due to ChargePoint under these Terms and/or any applicable Accepted Orders are net of any duties, any sales, use, excise, value-added, withholding, or similar tax of any kind and any and all other fees and charges of any nature (collectively, “ Taxes”) imposed by the United States, Canada or any foreign, state or local governmental entity, country or regional authority, or instrumentality thereof on the purchase, shipment, use or sale of the Products by or to Company, other than taxes measured by ChargePoint's income, corporate franchise, or personal property ownership. Where applicable, ChargePoint shall bill Company for the full amount of such taxes and shall include such amount Revised 3.4.2024 3
as a separate line item on the invoice(s) sent to the Company; provided that, ChargePoint’s failure to so bill the Company shall not relieve Company from the obligation to pay any Tax described in this section.

E. Payment Currency. All amount payable under these Terms shall be paid in United States dollars or if Company is located in Canada, then Canadian dollars. If Company is located outside of the United States, Company agrees to take all necessary actions required, including without limitation, registration of these Terms and application for permission to make payments to ChargePoint hereunder, with the appropriate government authorities in the Company’s jurisdiction, or such other institution or official, and to take such other measures as may be necessary to comply with any government currency controls in effect in Company's jurisdiction, as soon as reasonably practicable after Company’s acceptance of these Terms. Company shall remit payment to ChargePoint, at Company’s option (i) via wire, ACH transfer, or other form of electronic payment (acceptable to ChargePoint) to an account designated by ChargePoint in writing from time to time or (ii) by check, made out to ChargePoint, Inc.

F. All Orders Subject to Credit Approval . All orders are subject to credit approval by ChargePoint. The amount of credit or terms of payment may be changed or credit withdrawn by ChargePoint in its reasonable discretion , without advance notice. ChargePoint may, in its discretion, (i) withhold further manufacture, performance or shipment; (ii) require immediate cash payments for past and future shipments or performance; (iii) require other security satisfactory to ChargePoint before further manufacture, performance or shipment is made; and /or (iv) may, if shipment has been made, recover Products from the carrier pending receipt of such assurances.

G. Provisions Relating to Shipments in Lots . If the applicable Accepted Order requires or authorizes delivery of Products in separate lots, shipments or milestones to be separately accepted by Company, Company may only refuse such portion of a lot, shipment or milestone that fails to comply with the requirements of such purchase order. Company may not refuse to receive any lot or portion thereof for failure of any other lot or portion or a lot to be delivered or to comply with these Terms, unless such right of refusal is expressly provided for on the face hereof. Company shall pay for each lot in accordance with the se Terms. Products held for Company are at Company’s sole risk and expense.

H. Prices do not include Freight, Etc. Except to the extent expressly stated in the applicable Accepted Order(s), ChargePoint’s prices do not include any freight, storage, insurance, taxes, excises, fees, duties, or other government charges related to the goods, and Company shall pay such amounts or reimburse ChargePoint for any amounts ChargePoint pays. If Company claims a tax or other exemption or direct payment permit, it shall provide ChargePoint with a valid exemption certificate or permit and indemnify, defend, and hold ChargePoint harmless from any taxes, costs and penalties arising out of same. ChargePoint’s prices include the costs of its standard domestic packing, only. Any deviation from this standard packing (domestic or export), including U.S. Government sealed packing, shall result in extra charges. To determine such extra charges, Company should consult with ChargePoint’s sales offices. Any increases, changes, adjustments, or surcharges (including without limitation, fuel surcharges) which may be in connection with the freight charges, rates or classification included as part of these Terms, shall be for Company’s account.

I. Disputes. If Company disputes any portion or all of an invoice issued by ChargePoint , Revised 3.4.2024 4
then it shall notify ChargePoint in writing of the amount in dispute and the reason for its disagreement within twenty-one (21) days of receipt of such invoice. The undisputed portion of any issued invoice shall be paid when due, and finance charges on any unpaid portion shall accrue, from the date due until the date of payment, to the extent that such amounts are finally determined to be payable to ChargePoint.

J. Remedies upon Payment Default. If Company breaches these Terms, then ChargePoint may, in addition to any other rights or remedies it may have at law or otherwise and subject to any cure rights of Company, declare the entire balance of Company’s account immediately due and payable or foreclose any security interest in the delivered Products. If any unpaid balance is referred for collection, Company agrees to pay ChargePoint, to the extent permitted by applicable law, reasonable attorneys’ fees in addition to all damages otherwise available, whether or not litigation is commenced or prosecuted to final judgment, pay any court costs or expenses incurred by ChargePoint and any finance charges accrued on any unpaid balance owed by Company.

K. Suspended Shipments. ChargePoint reserves the right to suspend further shipments of Products if Company is more than thirty (30) days late in payment of an undisputed invoice.

ChargePoint reserves the right to terminate any order and/or shipment of Products if Company is more than sixty (60) days late in payment of an undisputed invoice.

4. Installation

Unless otherwise agreed by the Parties in writing, Company shall be responsible, as between the Parties, for arranging for the installation and provisioning of the Products and any associated costs thereof. At Company’s request, ChargePoint may provide the names and contact information of one or more installers of Products; provided that, in providing such information ChargePoint makes no representation or warranty of any kind, nor does it undertake any liability, with respect to or regarding the quality of any installation or other services performed by any such installer. EXCEPT AS SPECIFICALLY AGREED TO IN WRITING BETWEEN THE

PARTIES, CHARGEPOINT IS NOT RESPONSIBLE FOR , AND WILL NOT BE LIABLE FOR,

THE QUALITY OF ANY INSTALLATION AND/OR PROVISIONING SERVICES OF THE

PRODUCTS OR ANY CLAIM IN ANY WAY RELATING TO OR RESULTING FROM SUCH SERVICES.

Certain Products may require an onsite review and confirmation that the installation of Company’s purchased Product(s) meet all ChargePoint specifications (“ Commissioning”).

Company’s purchase of Commissioning is subject to and governed by the terms and conditions for Commissioning, which may be found at https://www.chargepoint.com/legal/deployment- consulting-services .

5. Warranties/Limitation of Liability

A. Warranty. ChargePoint Hardware is covered by the terms and conditions of ChargePoint’s Standard Parts Warranty (“Warranty”) and Third Party Hardware is covered by the terms and conditions of Third Party Warranty Terms , both may be found at https://www.chargepoint.com/legal/support-services. The applicable terms and conditions of the Warranty and Third Party Warranty Terms are hereby incorporated by reference into these Terms. Unless otherwise agreed by the Parties in writing, Third Party Hardware is covered by the terms and conditions of the warranty of the manufacturer of the applicable Third Party Revised 3.4.2024 5
Hardware, as described in the Third Party Warranty Terms.

B. Post-Warranty Maintenance. Company acknowledges and agrees that to obtain Warranty- related and/or other maintenance services for ChargePoint Hardware after the expiration of the Warranty-related coverage for purchased ChargePoint Hardware , Company must purchase extended warranties and/or maintenance agreements 180 days prior to the expiration of the initial Warranty from either directly from ChargePoint or an authorized ChargePoint reseller or distributor. If the initial Warranty has expired more than 180 days , then Company will need to contact ChargePoint for eligibility requirements to purchase extended warranties and/or maintenance agreements for ChargePoint Hardware.

C. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5,

NEITHER CHARGEPOINT NOR ANY OF ITS SUPPLIERS MAKES ANY WARRANTY WITH

RESPECT TO THE PERFORMANCE OF THE PRODUCTS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. CHARGEPOINT AND ITS SUPPLIERS EXPRESSLY

DISCLAIM ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED

WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS BY THE PRODUCTS, OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CHARGEPOINT DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF PRODUCTS.

D. Limitation of Liability.

i. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO

EVENT SHALL CHARGEPOINT OR ITS SUPPLIERS BE LIABLE TO COMPANY FOR ANY

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING

OUT OF THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREUNDER,

WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR

OTHERWISE, AND WHETHER OR NOT SUCH PARTY OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ii. COMPANY’S SOLE REMEDY FOR ANY BREACH BY CHARGEPOINT OF ITS

OBLIGATIONS OR WARRANTIES UNDER THESE TERMS SHALL BE LIMITED TO, AT CHARGEPOINT’S OPTION, REPAIR OR REPLACEMENT OF THOSE PRODUCTS TO

WHICH SUCH BREACH IS APPLICABLE OR REFUND BY CHARGEPOINT OF ALL OR A PART OF THE PURCHASE PRICE OF THE NON-CONFORMING PRODUCTS.

E. Warranty Exclusions. Warranty and Third Party Warranty Terms are subject to certain exclusions as more fully described in the respective documents . COMPANY HAS BEEN

INFORMED AND UNDERSTANDS THAT, IN THE EVENT ANY SUCH EXCLUSION

BECOMES APPLICABLE, ALL APPLICABLE REPRESENTATIONS AND WARRANTIES CONTAINED IN THESE TERMS SHALL IMMEDIATELY BECOME NULL AND VOID.

F. Exclusive Remedies. THE REMEDIES CONTAINED IN SECTION 5 ARE COMPANY’S

SOLE AND EXCLUSIVE REMEDIES AND ARE IN LIEU OF ANY OTHER RIGHTS OR

REMEDIES COMPANY MAY HAVE AGAINST CHARGEPOINT WITH RESPECT TO NONCONFORMANCE OF THE PRODUCTS.

Revised 3.4.2024 6

6. Intellectual Property

A. Restrictions on Use . Company shall not: (i) create derivative works based on the Products, (ii) copy, frame or mirror any part or content of the Products, (iii) reverse engineer any Products, and/or (iv) access or use the Products for any improper purpose whatsoever, including without limitation, to (1) build a competitive product or service, and/or (2) copy any features, functions, interface, graphics or “look and feel” of the Products.

B. Ownership of Intellectual Property. As between the Parties, all right, title and interest in and to any intellectual property related in any way to the ChargePoint Hardware is, and shall remain, the exclusive property of ChargePoint. For these purposes, the term “intellectual property” shall mean, all of a Party’s patents, patent applications, patent rights, copyrights, moral rights, algorithms, devices, application programming interfaces, databases, data collections, diagrams, inventions, methods and processes (whether or not patentable), know -how, trade secrets, trademarks, service marks and other brand identifiers, network configurations and architectures, proprietary info rmation, protocols, schematics, specifications, software (in any form, including source code and executable code), techniques, interfaces, URLs, web sites, works of authorship, and all other forms of technology, in each case whether or not registered with a governmental entity or embodied in any tangible form and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world in any way arising prior to or during the term of these Terms.

7. General

A. Attorneys’ Fees. If any action at law or in equity is necessary to enforce these Terms, the prevailing Party shall be entitled to reasonable attorneys’ fees, costs, and expenses in addition to any other relief to which the prevailing Party is otherwise entitled.

B. Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account strikes, shortages, riots, insurrection, fires, flood, storm, explosion, acts of God, war, governmental action, labor conditions, earthquakes, or any other cause which is beyond the reasonable control of such Party.

C. Waiver. The failure of either Party to require performance by the other Party of any provision hereof shall not affect such Party’s full right to require such performance at any time thereafter, nor shall the waiver by either Party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

D. Severability. If any provision of these Terms shall become unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and, in such event, such provision shall be changed and int erpreted as to best accomplish the objectives of such provisions within the limits of applicable law or applicable court decisions.

E. Assignment. The rights and liabilities of the Parties hereto shall bind and inure to the benefit of their successors, executors or administrators ; provided however, that neither ChargePoint nor Company may assign or delegate these Terms or any of its licenses, rights or duties under these Terms, whether by operation of law or otherwise, without the prior written consent of the other Party in its reasonable discretion; provided however, that Company and Revised 3.4.2024 7
ChargePoint shall each be entitled to assign these Terms to an affiliate or to its successor in interest by way of merger, acquisition of substantially all of the assets of assignor or any similar event (collectively, “Acquisition Transactions”). Notwithstanding any Acquisition Transaction, Company shall not assign these Terms to any competitor of ChargePoint without ChargePoint’s prior written consent, which shall be subject to its sole discretion. Any attempted assignment in violation of this provision shall be void.

F. Notices. Any notice, request, demand or other communication by these Terms required or permitted to be given by one part to the other shall be given in writing by email with confirmation of receipt, certified or registered mail, return receipt requested, fax or courier addressed to such other Party or delivered to the address for each Party set forth below their respective signatures, or at such other fax, email address or office address as may be given from time to time by either of the Parties.

G. Governing Law, Jurisdiction and Dispute Resolution . The ChargePoint entity entering into these Terms with the Company, the address to which Company should direct notices under these Terms , the applicable governing law, and applicable place of jurisdiction , shall be determined according to where Company is domiciled as follows:

If Company
is domiciled
in:

ChargePoint
Entity
entering into
these Terms
with
Company:

Notices
should be
addressed to:

Governing law: Place of
jurisdiction:

Forum:

Judicial
Arbitration
and
Mediation
Services, Inc.
(JAMS)
Canada ChargePoint
Canada, Inc.,
a British
Columbia
corporation
TBD British
Columbia and
controlling
Canadian
federal
law
Vancouver,
British Columbia,
Canada
ADR
Institute of
Canada

These Terms , and any disputes related to these Terms , will be governed by the applicable “Governing law” referenced above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

Except with respect to any matter relating to Company’s violation of the intellectual property rights of ChargePoint, any disputes, actions, claims or causes of action arising out of or in connection with these Terms shall be submitted to and finally settled by arbitration using the English language in accordance with the Arbitration Rules and Procedures of the applicable Forum above then in effect, by one or more commercial arbitrator(s) with substantial experience Revised 3.4.2024 8
in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. All claims shall be brought in the Parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of ChargePoint, such claim may be litigated in a court of competent jurisdiction. The prevailing Party in any dispute arising out of these Terms shall be entitled to reasonable attorneys’ fees and costs.

Notwithstanding the foregoing, each Party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief.

H. Entire Agreement. These Terms and the attachments hereto (if any) constitute the entire agreement between the Parties regarding its subject matter. It supersedes, and its terms govern, all prior proposals, agreements, or other communications between the Parties, oral or written, regarding such subject matter. These Terms shall not be modified unless done so in a writing signed by an authorized representative of each Party.

I. English Language Governs. Where ChargePoint has provided Company with a translation of the English language version of these Terms , Company agrees that such translation is provided for its convenience only and that the English language version of these Terms governs Company’s relationship with ChargePoint. If there is any conflict between the applicable translation and the English language version of these Terms, it is the express wish of the Parties these Terms and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des Parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.

Version 7.17.2024
1 CHARGEPOINT ASSURE

TERMS AND CONDITIONS OF SERVICE
ChargePoint Assure (“Assure”) is a full service and support program offered by the applicable ChargePoint entity found in Section 15 below (“ChargePoint ”). Assure is designed specifically for your electric vehicle charging station purchased from ChargePoint or its representatives and qualified for Assure coverage (“Charging Station ”). With your Assure coverage, ChargePoint and its operations and maintenance partners (“O&M Partners”) will provide the parts, labor, and other services indicated in these Assure Terms and Conditions of Service (“ Agreement”). Published specifications for the Charging Stations are available via your ChargePoint account or upon request of ChargePoint or its representatives. For all purposes hereunder, “you” or “your” includes any of your employees, officers, agents, contractors or parties under your control or common control.

1. WHAT IS COVERED: With Assure, ChargePoint agrees to do each of the following, for so long as you purchase and maintain an Assure subscription. For further information please visit https://chargepoint.com/products/service.
a. Parts:
• Ensure all parts are provided, as necessary, to correct any defect in the materials or workmanship of a Charging Station in a prompt and professional matter. • Each Charging Station shall be corrected so that the Charging Station functions in line with that Charging Station’s published specifications. For avoidance of doubt, such correction shall be limited to the Charging Station itself and not any issue related to installation or electrical infrastructure.
b. Service and Labor:
• Except as otherwise provided, ensure that all labor is performed, on -site if necessary, to correct any defect in the materials or workmanship of the Charging Station in a prompt and professional manner.
• Ensure that labor is performed for repairs caused by vandalism or auto accidents that affect the Charging Stations functionality. For avoidance of doubt, labor is only covered for repairs required to enable the Charging Station to function. Parts are not covered for repairs required due to vandalism or auto accidents.

ChargePoint Support Services

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• Provide remote, automated monitoring of your Charging Station and perform triage with respect to any Charging Station that may be defective. • Coordinate all repairs necessary to have your Charging Station back up and running. • Ensure that you are provided a response no later than one business day from the date ChargePoint becomes aware of an issue. • Ensure onsite repairs begin within one business day from the delivery of any parts required to fix your Charging Station. • Provide a standard monthly summary and quarterly detailed station usage and performance metrics. c. Charging Station Uptime Objective: • A 98% annual station uptime objective, which means the percentage of time that a Charging Station can dispense energy during the 12-month period from the latter of the (i) activation of the applicable Charging Station; or (ii) start of your Service Term; provided that, such uptime objective is subject to the exclusions described in Section 6 (Exclusions from Coverage) herein. Any failure by Charging Stations to maintain the aforementioned annual station uptime objective shall not a constitute a breach of this Agreement by ChargePoint. For the avoidance of doubt, the aforementioned annual station uptime objective does not apply to ChargePoint’s cloud services. 2. WHAT IS NOT COVERED: ChargePoint undertakes no responsibility with respect to repairing, replacing, monitoring, or servicing anything other than your Charging Stations. This means, for example, that ChargePoint is not responsible for the physical mounting and electrical wiring of your Charging Stations or for the performance of any cellular or Wi-Fi repeaters or other devices installed in connection with your Charging Stations, including but not limited to any Skid Mounts. Additionally, Assure is not available for testing Charging Stations on non-commercially available vehicles. Assure labor is provided on an as available basis, per the requirements of Section 1 above. 3. FURTHER COSTS: If ChargePoint finds that the unit was not functioning, and is not otherwise covered by Assure subscription, than ChargePoint has the right to bill back for all costs incurred related to the warranty service (“Bill Back Costs”). For avoidance of doubt Bill Back Costs can include costs for investigation, equipment rental, engineering, travel, and other reasonable expenses that ChargePoint is required to spend to address a claim under Assure. 4. CUSTOMER RESPONSIBILITIES: In order to perform its obligations under Assure, ChargePoint needs your

Version 7.17.2024 3
cooperation. Specifically, you agree to: a. Provide reasonable access to ChargePoint or its designee as necessary for the performance of ChargePoint’s obligations. b. Permit ChargePoint to access the Charging Stations remotely by maintaining a separately purchased ChargePoint’s cloud Services subscription necessary for remote access. c. Maintain your premises in accordance with all applicable laws, rules, and regulations. d. Keep the areas in which Charging Stations are located in a clean, safe and orderly condition, to at least the same standard as you customarily use to maintain the remainder of your premises. e. Promptly notify ChargePoint of any suspected defect with a Charging Station. ChargePoint must have reasonable access to the Charging Station, including access to your requisite personnel, to address the service required. 5. COMMISSIONING: ChargePoint will provide Assure service to your Charging Stations provided you have satisfied the Commissioning requirements provided herein. “Commissioning” means the process of validating that a Charging Station is operational and installed in accordance with ChargePoint’s specifications. a. If you or your certified ChargePoint installer perform Commissioning, you are responsible for ensuring your Charging Stations are installed in accordance with the product specifications, including but not limited to any site preparation, installation, and/or commissioning guides, published by ChargePoint (“Product Specifications”). ChargePoint reserves the right to perform a site audit to assess installation quality. ChargePoint may charge you for any costs associated with responding to an issue caused by your failure to install your Charging Stations in accordance with the Product Specifications discovered while performing Commissioning or any time after your Assure subscription has commenced. ChargePoint may suspend your Assure coverage until such installation defect has been remedied. b. All ChargePoint DC charging equipment requires Commissioning to be performed by ChargePoint, or an O&M Partner designated by ChargePoint, prior to ChargePoint providing Assure services or meeting its commitments under this Agreement. c. If your Assure Pro service, standard Assure service, ChargePoint’s standard warranty, or ChargePoint’s extended parts warranty (as applicable) for your Charging Stations has been expired for more than 180 days, to ensure that such Charging Stations have been installed and maintained in accordance with the applicable Product Specifications, a site readiness inspection by

Version 7.17.2024 4
ChargePoint or a ChargePoint O&M Partner may be required in order to renew Assure on those Charging Stations. Any such site readiness inspection or work necessary to bring the Charging Stations into compliance with the Product Specifications may be at your cost. d. Any relocation of your Charging Station from its original installation location (including but not limited to any approved transfer pursuant to Section 12 of this Agreement) will require a new Commissioning before the commencement or resumption of your Assure coverage for that Charging Station. 6. EXCLUSIONS FROM COVERAGE: Except as expressly provided otherwise under this Agreement, ChargePoint’s obligations under ChargePoint Assure shall not apply to defects or service repairs resulting from the following: a. Cosmetic damage such as scratches and dents. b. Normal aging or fading of colors due to exposure to the elements. c. Abuse, vandalism, damage or other problems caused by accidents or negligence (including but not limited to physical damage from being struck by a vehicle), or use of the Charging Station in a way other than as specified in the applicable Charge Point documentation. d. Installation, alteration, modification or relocation of the Charging Station that was not approved in writing by ChargePoint or Commissioned as provided in Section 5. e. Use of the Charging Station with software, interfacing, parts or supplies not supplied by ChargePoint. f. Vehicle to Charging Station interoperability or communication issues. g. Damage resulting from extreme power surge, extreme electromagnetic field or any other acts of nature. h. Force Majeure Event or unforeseeable circumstances beyond ChargePoint’s reasonable control that prevent ChargePoint from performing its obligations under Assure. In addition, ChargePoint’s obligations under ChargePoint Assure shall not apply to any Charging Station that was not installed pursuant to the provisions of Section 5 of this Agreement. 7. CONTACT INFORMATION: If at any time turning the term of your coverage of ChargePoint Assure you believe you have defective Charging Equipment, contact Customer Service at the Customer Service number provided to you by your Account Executive, and follow any mutually agreed upon issue reporting procedures. 8. SERVICE TERM: Each Assure subscription that you purchase for a Charging Station will commence ninety (90) days from the invoice date and will last for the subscription length selected in an applicable order (the “Service Term”). For greater certainty, to the extent an applicable Charging Station is delivered, installed,

Version 7.17.2024 5
and activated before the Service Term commences as described above, your Charging Stations will nevertheless have coverage under Assure and the Service Term will start at the expiration of the ninety (90) day period referenced above. 9. RENEWAL: Upon expiration of your initial Service Term, your Assure coverage will renew automatically for successive one-year terms at the list price of the original Service Term, subject to increases and your right to terminate below (each a “Renewal Term”). Should the Renewal Term be cancelled and subsequently requested to be reinstated, reinstatement will be subject to the payment of fees for any lapse period, plus reasonable reinstatement fees. If, however, you wish to terminate your Assure coverage under a Renewal Term, you may do so by providing thirty (30) days’ written notice of cancellation and ChargePoint will issue a pro-rata refund of any funds paid from the effective date of cancellation to the end of the applicable Renewal Term. Renewal Terms will commence on the date of the expiration of the original Service Term. 10. PAYMENTS: ChargePoint will send you an invoice for your Assure coverage on or after the date the applicable Charging Stations are shipped to you. Payment is due within thirty (30) days of the invoice date. If you have purchased extended Assure coverage and have chosen the annual payment option, ChargePoint will invoice each annual payment on the anniversary date of your Assure coverage. All payments shall be made in U.S. Dollars (or if you are located in Canada, Canadian dollars) and may be made by check, wire transfer, ACH payment system or other means approved by ChargePoint. You may not offset any amounts due to ChargePoint hereunder against amounts due to you under this Agreement or any other agreement. Fees payable to ChargePoint do not include any Taxes, and you are responsible for any and all such Taxes. All payment obligations under this Agreement are non-cancelable and non-refundable. Late payments shall be subject to a charge equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum rate permitted by law. You will reimburse ChargePoint for attorneys’ fees and other expenses reasonably incurred by ChargePoint in the collection of any late payments. If any amount owing by you under this Agreement is more than thirty (30) days overdue, ChargePoint may, without otherwise limiting ChargePoint’s rights or remedies, (a) terminate this Agreement or (b) refuse to provide Assure coverage until ChargePoint has received payment in full. 11. TERMINATION: You may terminate your Assure coverage without prejudice to any other remedy at law or equity: (i) if ChargePoint is in material breach of any of its obligations under Assure and has not cured such breach within thirty (30) days of the date of its receipt of written notice thereof or (ii) upon providing thirty (30) days prior written notice. Upon termination for cause pursuant to Section 11(i) or as provided for in Section 9 for a Renewal Term, ChargePoint will refund a pro-rata portion of the fees you paid for Assure. Upon any termination for any other reason, you will not be entitled to any refund of any fees paid. 12. TRANSFERS: Your Assure coverage applies only to the Charging Stations and installation site for which it

Version 7.17.2024 6
was purchased. Subject to Section 20 of this Agreement, if you sell or otherwise transfer your Charging Stations with an active Assure subscription to a third-party, and those Charging Stations are moved or otherwise transferred away from the original installation site, your Assure coverage may not be transferred without ChargePoint’s prior written consent. 13. REPLACEMENT PARTS AND STATIONS: Replacement parts or Charging Stations that have been replaced (collectively “Replacement Parts”) that are provided by ChargePoint pursuant to your Assure coverage may be remanufactured or reconditioned parts or Charging Stations or, if the exact Charging Station is no longer manufactured by ChargePoint, a Charging Station with substantially similar functionality. Any Replacement Parts provided under your Assure coverage will become your property and all returned parts or returned Charging Stations, whether under warranty or not, will become the property of ChargePoint. Any Replacement Parts will be covered by Assure for the remainder of your Assure coverage or ninety (90) days from the date of delivery of such Replacement Parts, whichever is later. 14. LIMITS ON LIABILITY: This section limits ChargePoint’s liability under Assure. Please read it carefully. a. CHARGEPOINT IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS, LOST DATA, LOSS OF USE, OR COST OF COVER INCURRED BY YOU ARISING OUT OF OR RELATED TO YOUR PURCHASE OR USE OF, OR INABILITY TO USE, THE CHARGING STATION, UNDER ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF CHARGEPOINT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE CUMULATIVE LIABILITY OF CHARGEPOINT FOR ALL CLAIMS WHATSOEVER RELATED TO PERFORMANCE BY CHARGEPOINT OF ITS OBLIGATIONS UNDER CHARGEPOINT ASSURE WILL NOT EXCEED THE PRICE YOU PAID FOR ASSURE. THE LIMITATIONS SET FORTH HEREIN ARE INTENDED TO LIMIT THE LIABILITY OF CHARGEPOINT AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. b. Some states or jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. 15. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION. The ChargePoint entity entering into this Agreement, the address to which you should direct notices under this Agreement, the governing law, and place of jurisdiction, shall be determined according to you are domiciled:

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If you are domiciled in: The ChargePoint Entity entering into this Agreement is:

Notices should be addressed to: Governing law is: Place of jurisdiction: Forum:

The United States of America ChargePoint, Inc., a Delaware corporation Attn: Legal Department ChargePoint, Inc. 254 E Hacienda Ave Campbell, CA 95008 California and controlling United States federal law
Santa Clara, California, U.S.A. Judicial Arbitration and Mediation Services, Inc. (JAMS) Canada ChargePoint Canada, Inc., a British Columbia corporation TBD British Columbia and controlling Canadian federal law Vancouver, British Columbia, Canada
ADR Institute of Canada
This Agreement, and any disputes related to this Agreement, will be governed by the applicable Governing Laws above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Except with respect to any matter relating to your violation of the intellectual property rights of ChargePoint, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be submitted to and finally settled by arbitration using the English language in accordance with the Arbitration Rules and Procedures of the applicable Forum above then in effect, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. All claims shall be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of ChargePoint, such claim may be litigated in a court of competent jurisdiction. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs. Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief. 16. AMENDMENT OR MODIFICATION: ChargePoint reserves the right to modify this Agreement from time to

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time. ChargePoint will provide notice of each such modification to you. Your continued use of Assure following such notice will constitute an acceptance of the modified Agreement. 17. WAIVER: The failure of either party at any time to enforce any provision of this Agreement shall not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right. 18. FORCE MAJEURE: Except for your payment obligations under this Agreement, neither party will be liable for failure to perform any of its obligations hereunder due to causes beyond its reasonable control and occurring without its fault or negligence, including but not limited to fire, flood, earthquake, explosion, or other natural disaster (irrespective of the affected party’s condition of any preparedness therefore); war; terrorist act; epidemic; pandemic; quarantine; civil commotion; breakdown of communication facilities (including but not limited to utility, transmission or power failures); breakdown of web host; breakdown or act or omission of internet or other service provider; breakdown or act or omission of common carriers; embargo; riot; strike; labor action; changes in laws or regulations; any lawful order, decree, or other directive of any government authority; material shortages; shortage of transport; and failures of suppliers to deliver the required material or components (a “Force Majeure Event”). . 19. 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. 20. ASSIGNMENT: Except as otherwise provided under this Agreement, you may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of ChargePoint. Notwithstanding, you may assign your rights and obligations under this Agreement upon notice to ChargePoint if you sell the property where the Charging Stations were installed, provided that any such purchasing entity assumes all rights and obligations under this Agreement; provided further that, the purchasing entity will not move or otherwise transfer the Charging Stations from original installation site. To the extent the purchasing entity desires to move or otherwise transfer the Charging Stations from the original installation site, Section 12 of this Agreement will apply. In the event of any purported assignment in breach of this Section 20, ChargePoint shall be entitled, at its sole discretion, to terminate this Agreement by providing written notice to you. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. ChargePoint may assign its rights and obligations under this Agreement. 21. NO AGENCY OR PARTNERSHIP: ChargePoint, in the performance of this Agreement, is an independent

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contractor. In performing its obligations under this Agreement, ChargePoint shall maintain complete control over its employees, its subcontractors, and its operations. No partnership, joint venture or agency relationship is intended by ChargePoint and you to be created by this Agreement. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever. 22. 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 pertaining to such subject matter. All purchase orders issued by you 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 Assure coverage, the number of Charging Stations which Assure is ordered, the term of such Assure coverage, and applicable fees. To the extent of any conflict or inconsistency between 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. 23. 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. 24. ENGLISH LANGUAGE AGREEMENT GOVERNS: Where ChargePoint has provided you with a translation of the English language version of this Agreement, you agree that the translation is provided for your convenience only and that the English language version of this Agreement governs your relationship with ChargePoint. If there is any conflict between the English language version of this Agreement and a translated version, the English language version shall control. It is the express wish of the parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement. 25. FOR CUSTOMERS IN THE PROVINCE OF QUEBEC, CANADA ONLY. Customer confirms having first been presented with and given the opportunity to examine a version of this Agreement in French. The parties have expressly required that this Agreement and all related documents, including notices and other communications, be drawn up in English exclusively. Le client confirme avoir préalablement reçu et avoir eu l’opportunité de réviser une version en français de la présente convention. Les parties ont expressément exigé à ce que la présente convention ainsi que tous les documents qui s'y rattachent, incluant les avis et autres communications, soient rédigés en anglais exclusivement.

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Standard Parts Warranty

Our Promise
This Standard Parts Warranty (“Warranty”) is offered by the applicable ChargePoint entity or entities referenced under the “Additional Information” section below (“CHARGEPOINT”) pursuant to these terms and conditions for purchasers (“you” and “your”) of electric vehicle charging station-related hardware (“Hardware”) purchased from CHARGEPOINT or one of its authorized resellers for your own use and not for resale . The Warranty is transferrable and is valid for U.S.A. and Canada only. The Warranty may only be transferred in the event you are subject to a sale, acquisition, or other similar corporate transaction. Additionally, such transfer must occur within three (3) months after the date of the commencement of the applicable w arranty, as further described below. The Warranty does not apply to CHARGEPOINT’S Home Flex products or any of its successor offerings (see CHARGEPOINT’S website for the applicable warranty for those products).

If you have purchased CHARGEPOINT Assure coverage and your applicable Hardware have been installed in accordance with the requirements for CHARGEPOINT Assure coverage, CHARGEPOINT will provide to you CHARGEPOINT Assure coverage and will, among other things, perform the monitoring, triage, coordination, and on-site repair or replacement services described in the CHARGEPOINT Assure Terms and Conditions of Service, which are separate from these terms and conditions. If you did not purchase CHARGEPOINT Assure coverage and/or do not comply with the installation requirements, then your applicable warranty coverage will be limited to that described herein.

LIMITED TWO -YEARS PARTS WARRANTY: Subject to the exclusions from warranty set forth below, CHARGEPOINT warrants that your (1) Hardware and/or (2) Hardware Accessory for your Hardware that you purchased from CHARGEPOINT, will be free from any defects in materials or workmanship for a period of two (2) years (“Warranty Period”). “Hardware Accessory” means the CHARGEPOINT-manufactured parts that are standalone and add-on parts that are used in connection with your charging station. Your Warranty Period for Hardware commences on the earlier to occur of (i) the date you activate your Hardware or (ii) six (6) months after the date your Hardware is shipped to you. Your Warranty Period for Hardware Accessory start after the date the applicable Hardware Accessory is shipped to you. If your Hardware and/or Hardware Accessory become defective during the Warranty Period, CHARGEPOINT will, upon written notice provided in accordance with the se terms and conditions , either repair or replace, at CHARGEPOINT’s election, Hardware and/or Hardware Accessory. The Warranty covers both parts and factory labor necessary to repair your Hardware and/or Hardware Accessory but does not include any on-site labor costs related to un-installing or repair of the defective Hardware and/or Hardware Accessory or reinstalling the repaired or replacement Hardware and/or Hardware Accessory. Notwithstanding anything otherwise in this Warranty, CHARGEPOINT warrants that the CHARGEPOINT -manufactured upgraded parts and/or accessories for your Hardware and/or Hardware Accessory that you purchase after the initial purchase of the applicable Hardware and/or Hardware Accessory will be free from any defects in materials or workmanship for a period of six (6) months. This six-month warranty coverage for the CHARGEPOINT -manufactured upgraded parts and/or accessories will commence on the date the items are shipped to or picked up by you.

PURCHASE OF EXTENDED PARTS WARRANTY . You may purchase, prior to the end of the Warranty Period, additional years of warranty coverage for your Hardware and/or Hardware Accessory beyond the Warranty Period (“Extended Parts Warranty”). The terms and conditions of the Warranty shall govern the Extended Parts Warranty.

Your purchase of Extended Parts Warranty includes CHARGEPOINT’s remote support service (“ Remote Support”), as defined and governed in the separate Remote Support Terms and Conditions found at www.chargepoint.com/legal/support-services (“Remote Support Agreement”). With respect to Remote Support, in the

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event of any inconsistency or conflict between the Remote Support Agreement and this Warranty, the Remote Support Agreement will prevail and control over this Warranty. CHARGEPOINT will send you an invoice for the coverage for Extended Parts Warranty that you order. Payment is due within thirty (30) days of the invoice date. If you have purchased multiple years of the Extended Parts Warranty and have chosen the annual payment option, then CHARGEPOINT will invoice each annual payment on the anniversary date of your Extended Parts Warranty coverage.

All payments shall be made in U.S. Dollars and may be made by check, wire transfer, ACH payment system or other means approved by CHARGEPOINT. Customer may not offset any amounts due to CHARGEPOINT hereunder against amounts due to Customer under this Agreement or any other agreement. Fees payable to CHARGEPOINT do not include any taxes and you are responsible for any and all such taxes. All payment obligations under the Extended Parts Warranty are non-cancelable and non-refundable. Late payments shall be subject to a charge equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum rate.

LIMITED OUT OF WARRANTY REPLACEMENT PARTS WARRANTY . Subject to the exclusions from warranty coverage set forth below, CHARGEPOINT warrants that any replacement parts for your Hardware and/or Hardware Accessory that are no longer covered under the Warranty Period, or Extended Parts Warranty as applicable, at the time of your purchase from CHARGEPOINT (“Out of Warranty Replacement Parts”) will be free from any defects in materials or workmanship for a period of six (6) months (“ Out of Warranty Replacement Parts Coverage Period ”).

Your Out of Warranty Replacement Parts Coverage Period commences on the date your Out of Warranty Replacement Part is installed to repair the applicable Hardware and/or Hardware Accessory. If your Out of Warranty Replacement Part becomes defective during the Out of Warranty Replacement Parts Coverage Period, then CHARGEPOINT will, upon written notice provided in accordance with the se terms and conditions , either repair or replace, at CHARGEPOINT’s sole discretion, the Out of Warranty Replacement Part. The warranty that applies to your Out of Warranty Replacement Part covers the cost to replace your defective Out of Warranty Replacement Part and associated shipping costs but does not include any on-site labor costs related to un-installing or repair of the defective Out of Warranty Replacement Part or reinstalling the repaired or replacement for the Out of Warranty Replacement Part.

Follow These Easy Steps to Obtain Warranty Service

1. Contact CHARGEPOINT to a ctivate your applicable w arranty through the installation and activation process , if applicable, for your Hardware.

2. If during the term of your applicable warranty you believe you have a n item that ceases to properly function per CHARGEPOINT’S specifications (“ Non-Functional Item ”), then contact Customer Service at https://www.chargepoint.com/support and request warranty service from CHARGEPOINT. At the time of your call, CHARGEPOINT will determine if your issue can be resolved remotely or will require a replacement item (“Replacement Item”).

3. If your issue cannot be resolved remotely, to ensure prompt and proper diagnosis and repair physical on -site troubleshooting of suspected defects, and coordination with CHARGEPOINT, must be performed by an electrician at your sole expense. If CHARGEPOINT determines that the defect appears to be covered by your applicable warranty and such warranty is still in effect, CHARGEPOINT will ship the Replacement Items to you or an electrician you designate. If CHARGEPOINT requires the return of the Non -Functional Item, CHARGEPOINT will provide to you a Return Material Authorization (“RMA”) number for you to reference when you return the Non-Functional Item for repair or replacement. You will be responsible for the receipt of Replacement Items and the return of the applicable Non - Functional Item. As part of the applicable warranty service process, you will be asked for the following:
a. A detailed description of the problems you are experiencing with the applicable item;

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b. The model number and serial number of the applicable item; c. Proof of purchase (such as a copy of the CHARGEPOINT invoice for the applicable item); and d. Shipping information

4. CHARGEPOINT will ship you the Replacement Item, at no charge to you, along with any RMA instructions. You will be responsible for the on-site labor to un-install, repair, and reinstall your Replacement Item.

5. Subject to CHARGEPOINT’S return policy referenced below, you may be required to ship the Non -Functional Item to CHARGEPOINT in accordance with any RMA instructions provided, including, without limitation, referencing the RMA number in the shipping document ation or on the shipping container. The Non -Functional Item must be returned in a shipping container (e.g. shipping container for the Replacement Item) designed to prevent damage to those items. All Non-Functional Items, whether covered under the applicable warranty or not, become the property of CHARGEPOINT.

6. If you do not return the Non -Functional Item in accordance with CHARGEPOINT’S return policy referenced below, CHARGEPOINT may invoice you for the value of the Replacement Item.

7. For more information on CHARGEPOINT’s return policy (“Return Policy ”) as it applies to the applicable warranty service, please visit www.chargepoint.com/legal/support-services. The Return Policy is incorporated by reference into these terms and conditions.

IMPORTANT

1. You are responsible for the proper installation and maintenance of the Hardware, Hardware Accessory, Replacement Item, and/or Out of Warranty Replacement Parts, including, without limitation, the de -installing of any such defective items sent to you.

2. Any service or repairs beyond the scope of the applicable warranty above will be performed upon your approval at CHARGEPOINT’s then prevailing labor rates and other applicable charges.

3. Hardware, Hardware Accessory, Replacement Items, and/or Out of Warranty Replacement Parts that are found by CHARGEPOINT not covered by the applicable warranty or otherwise ineligible for warranty service will be returned, repaired, or replaced, at your expense and at CHARGEPOINT’s standard charges, subject to your approval.

4. Please read carefully through the detailed descriptions of the applicable warranties above, the EXCLUSIONS FROM LIMITED PRODUCT WARRANTY, and the LIMITATIONS ON WARRANTY AND LIABILITY on the following pages to assure that your Hardware is eligible for the applicable warranty service without additional cost to you.

REPLACEMENT ITEMS
You acknowledge that Replacement Items and/or Out of Warranty Replacement Parts provided by CHARGEPOINT under the applicable warranty may be remanufactured or reconditioned item. If the exact model of the applicable item is no longer manufactured by CHARGEPOINT, then the Replacement Item may be a n item with substantially similar functionality. Any Replacement Items will be warranted for the remaining duration of the original Warranty.

EXCLUSIONS FROM WARRANTY
IMPORTANT: The applicable warranty on your Hardware, Hardware Accessory, Replacement Item, or Out of Warranty Replacement Part shall not apply to defects or service repairs resulting from the following:
• Improper site preparation or maintenance, improper installation, lack of commissioning service (if applicable to your Hardware), cosmetic damage such as scratches and dents, or normal aging.

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• Abuse, vandalism, damage or other problems caused by accidents, misuse or negligence (including but not limited to physical damage from being struck by a vehicle), or use of the item in a way other than as specified in the applicable CHARGEPOINT documentation.
• Installation, alteration, disassembly, modification or relocation of the item that was not approved in writing by CHARGEPOINT or performed by CHARGEPOINT or by a certified CHARGEPOINT installer or service provider. • Use of the item with software, interfacing, parts or supplies not supplied by CHARGEPOINT. • Damage as a result of extreme power surge, extreme electromagnetic field or any acts of nature. • Any repeated or excessive damage caused by you or third parties , as determined by CHARGEPOINT in its sole discretion.
• Vehicle to charger interoperability or communication issues. • Any other causes beyond the control of CHARGEPOINT.

IN ADDITION: The applicable warranty on your Hardware, Hardware Accessory, Replacement Item, or Out of Warranty Replacement Part shall not apply if the original identification markings (for example, serial numbers and trademarks) have been defaced, altered, or removed. THE APPLICABLE WARRANTY APPLIES ONLY TO YOUR HARDWARE,

HARDWARE ACCESSORY, REPLACEMENT ITEMS, OR OUT OF WARRANTY REPLACEMENT PARTS AND NOT TO ANY CHARGEPOINT SERVICE PLAN. CHARGEPOINT SPECIFICALLY DOES NOT WARRANT THAT ANY CHARGEPOINT SERVICES WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION.

LIMITATIONS ON WARRANTY AND LIABILITY

NO AGENT OF CHARGEPOINT IS AUTHORIZED TO ALTER OR EXCEED THE APPLICABLE WARRANTY OBLIGATIONS OF CHARGEPOINT. THE REMEDIES UNDER THE APPLICABLE WARRANTY ARE YOUR SOLE AND EXCLUSIVE REMEDIES. CHARGEPOINT MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OTHER THAN THE APPLICABLE WARRANTIES SET FORTH ABOVE. ALL OTHER WARRANTIES, INCLUDING WITHOUT

LIMITATION ANY WARRANTY OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF CHARGEPOINT HAS BEEN INFORMED OF SUCH PURPOSE) OR AGAINST INFRINGEMENT, ARE EXCLUDED TO THE EXTENT PERMITTED BY LAW. IF ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED

UNDER APPLICABLE LAW, SUCH IMPLIED WARRANTY SHALL BE LIMITED IN DURATION TO THE APPLICABLE WARRANTY PERIOD DESCRIBED ABOVE. NO WARRANTIES APPLY AFTER EXPIRATION OF THE APPLICABLE WARRANTY PERIOD. Some states or jurisdictions do not allow the exclusion of express or implied warranties or limitations on how long an implied warranty lasts, so the above limitation may not apply to you.

CHARGEPOINT IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL

DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS, LOST DATA, LOSS OF USE,

OR COST OF COVER INCURRED BY YOU ARISING OUT OF OR RELATED TO YOUR PURCHAS E OR USE OF,

OR INABILITY TO USE HARDWARES, HARDWARE ACCESSORIES, REPLACEMENT ITEMS, AND/OR OUT OF

WARRANTY REPLACEMENT PARTS, UNDER ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN

CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF CHARGEPOINT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY

EVENT, THE CUMULATIVE LIABILITY OF CHARGEPOINT FOR ALL CLAIMS WHATSOEVER RELATED TO

HARDWARES, HARDWARE ACCESSORIES, REPLACEMENT ITEMS, AND/OR OUT OF WARRANTY REPLACEMENT PARTS WILL NOT EXCEED THE PRICE YOU PAID FOR THE APPLICABLE ITEM. THE

LIMITATIONS SET FORTH HEREIN ARE INTENDED TO LIMIT THE LIABILITY OF CHARGEPOINT AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Some states or jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

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ADDITIONAL INFORMATION
The ChargePoint entity entering into these terms and conditions with you, the address to which you should direct notices under these terms and conditions, the applicable governing law, and applicable place of jurisdiction , shall be determined according to where you are domiciled as follows:

If you are
domiciled
in:

ChargePoint
Entity entering
into these
terms and
conditions
with you:

Notices
should be
addressed
to:

Governing law: Place of
jurisdiction:

Forum:

Judicial
Arbitration and
Mediation
Services, Inc.
(JAMS)
Canada ChargePoint
Canada, Inc., a
British
Columbia
corporation
TBD British
Columbia and
controlling
Canadian
federal
law
Vancouver, British
Columbia,
Canada
ADR Institute
of Canada

These terms and conditions , and any disputes related to the se terms and cond itions, will be governed by the applicable “Governing law” referenced above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

Except with respect to any matter relating to your violation of the intellectual property rights of CHARGEPOINT, any disputes, actions, claims or causes of action arising out of or in connection with these terms and conditions shall be submitted to and finally settled by arbitration using the English language in accordance with the Arbitration Rules and Procedures of the applicable Forum above then in effect, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. All claims shall be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of CHARGEPOINT, such claim may be litigated in a court of competent jurisdiction. The prevailing party in any dispute arising out of these terms and conditions shall be entitled to reasonable attorneys’ fees and costs. Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief.

The applicable warranties set forth in this document are the entire and exclusive agreement between you and CHARGEPOINT with respect to its subject matter, and any modification or waiver of any provision of this statement is not effective unless expressly set forth in writing by an authorized representative of CHARGEPOINT.

Revised November 2023
ChargePoint, Inc. | 254 East Hacienda Ave | Campbell, CA 95008-6901 USA 408.841.4500 or toll-free 877.370.3802 | [email protected] | www.chargepoint.com Copyright © 2023 ChargePoint, Inc. – All rights reserved.

CHARGEPOINT REMOTE SUPPORT

TERMS AND CONDITIONS OF SERVICE
Remote Support is a remote-based maintenance and support service (“ Remote Support ”) for your Charging Equipment (defined below). For all purposes hereunder, “you” or “your” includes any of your employees, officers, agents, contractors or parties under your control or common control. With your Remote Support coverage, ChargePoint, Inc. (“ ChargePoint”) will provide Remote Support subject to the terms and conditions of this agreement (“Agreement”).

1. Defined Terms:

a. Acknowledgement: means the earlier of (i) ChargePoint confirming an Incident based on Proactive Monitoring, or (ii) you report an Incident to ChargePoint’s technical support with sufficient information for ChargePoint to confirm the Incident, and such Incident is verified by Remote Support.

b. Applicable Law : means any applicable and promulgated constitutional provisions, statutes, acts, codes, laws, rules, regulations, ordinances, orders, decrees, rulings, judgments or decisions of a governmental authority or arbitral body with competent jurisdiction.

c. Certification: means that you or your Technician have completed the Training and are compliant with ChargePoint’s requirements for on-site maintenance in connection with Remote Support for the applicable Charging Equipment model(s).

d. Charging Equipment : means ChargePoint’s commercial -grade electric vehicle charging equipment offerings, e.g. CPF50, CT4000, CPE250, EXPP PL1, EXPP PB.

e. Charging System: means the combination of Charging Equipment required to dispense a single charge (e.g., a charging station or a power block and a power link).

f. Cloud Services : means any of ChargePoint’s cloud plans, e.g. Power, Commercial, and Enterprise, made available for subscription by ChargePoint through a separate agreement.

g. Commissioning: means the process of ensuring charging station hardware is installed and operational in accordance with the Product Specifications.

h. Cosmetic Impairment: means the occurrence of an Incident that (i ) does not impair, limit, or modify the operation of the Charging Equipment, and (ii) does not prevent a Port from energizing a vehicle.

i. Customer Damage: means (a) any Damage to Charging Equipment due to your action or inaction or (b) failure on your part to comply with any Customer Responsibilities as set forth in Section 3.

j. Damage: means physical harm to the hardware components of any Charging Equipment which impairs, limits, or modifies (1) ChargePoint’s ability to provide Remote Support to such Charging Equipment; and/or (2) the operation or use of such Charging Equipment so as not to operate in conformance with its applicable Product Specifications.

k. Defect: means any deficiency, whether latent or in the design, engineering, manufacturing, workmanship or materials used in any Charging Equipment causing it to fail to comply in all material respects with the Product Specifications, excluding for all purposes hereunder, any Software Defects.

l. Extended Warranty : means ChargePoint’s Extended Parts W arranty (as defined in the Warranty) as described in the Warranty , a copy of which may be found here:
https://www.chargepoint.com/legal/warranty-na

m. Incident: means an occurrence of a service -related field issue with Charging Equipment identified by Remote Support or subsequently verified by Remote Support once you report an Incident.

n. Partner Portal : means the online system made available by ChargePoint to you or your Maintenance Provider (as applicable) for the issuance, acceptance and closure of Work Orders to resolve and track Incidents requiring onsite intervention.

o. Port: A charge connector or plug that is independently energizable (i.e., can dispense energy ) at some power level, simultaneously or sequentially with another plug on the same dispenser.

p. Proactive Monitoring : means ChargePoint’s ongoing remote monitoring and interpretation of station sensor data, signals, faults, and alarms to detect Incidents prior to or after they occur.

q. Product Specifications : means the product specifications applicable to your Charging Equipment as published or made available by ChargePoint.

r. Maintenance Provider: means a third-party maintenance provider selected by you that has completed the Training and who employs Technicians.

s. Remote Diagnostic Time: means the period from Acknowledgement to (1) issuance of a Work Order signifying ChargePoint’s determination that onsite intervention is necessary; or (2) identify if the Incident is software-related.

t. Replacement Parts: shall have the meaning provided in Section 13.

u. Response Time : means the period from Acknowledgment to ChargePoint’s provision of a response and confirmation that ChargePoint has started troubleshooting & diagnosis.

v. Spare Parts: means field replaceable parts required for repair of Charging Equipment.

w. Software Defect: means any defect, deficiency or “bug” in any software service, source code or platform, used, installed, or referenced by any Charging Equipment in connection with its operation or performance.

x. Service Levels: shall have the meaning provided in Section 1 of Exhibit 1.

y. Service Level Table: shall have the meaning provided in Section 1 of Exhibit 1.

z. Technician: means an employee of your Maintenance Provider who has completed the Training.

aa. Third-Party Damage: means any Damage to Charging Equipment due to the action or inaction of a party other than ChargePoint or you, including any Damage due to vandalism, accidents, and natural disasters.

bb. Training: means the required ChargePoint maintenance training and certification course, as indicated by ChargePoint on its online learning portal, for you and/or the Maintenance Provider to provide the onsite- maintenance labor described in Section 5 (On-Site Maintenance).

cc. Warranty: means ChargePoint’s current warranty terms and conditions, a copy of which may be accessed here: https://www.chargepoint.com/legal/warranty-na.

dd. Work Order: means a set of written instructions identified by Remote Support to address required on-site maintenance and that is submitted by ChargePoint to you or your Maintenance Provider through the Partner Portal.

2. CHARGEPOINT RESPONSIBILITIES: With ChargePoint Remote Support, ChargePoint agrees to do each of the following:

a. Provide Proactive Monitoring of your Charging Equipment.

b. Perform remote diagnosis and troubleshooting, subject to the Service Levels, with respect to your Charging Equipment.

c. For the avoidance of doubt, you acknowledge and agree that any Replacement Parts are not provided in connection with Remote Support, rather in accordance with any Warranty and/or Extended Warranty that is applicable for your Charging Equipment.

d. In the event ChargePoint determines an Incident requires maintenance, then ChargePoint will issue a Work Order to you, or the Maintenance Provider, identified in the Partner Portal to address such Incident.

3. CUSTOMER RESPONSIBILITIES: In order to perform its obligations under Remote Support, ChargePoint needs your cooperation. Specifically, you and/or your Maintenance Provider (as applicable) agree to:

a. Comply with all Commissioning requirements in Section 4. b. Comply with all On-Site Maintenance requirements in Section 5. c. Purchase and maintain an active Cloud Services subscription and permit ChargePoint to remotely access the Charging Equipment as necessary for remote diagnostics and troubleshooting support. d. Purchase and maintain the same level of Service Levels for all the Charging Equipment components that make up your Charging System.
e. Adhere to the instructions provided in any Work Order. f. Keep ChargePoint updated as to any changes to your contact information and/or Maintenance Provider that may affect ChargePoint’s ability to perform its obligations under this agreement. g. Provide prompt responses to ChargePoint employees or agents, as applicable, in connection with any follow-up, troubleshooting or requests for additional information in connection with any Incident response or Work Order.
h. Keep the areas in which Charging Equipment are in a clean, safe, and orderly condition in accordance with reasonable commercial standards.
i. Promptly notify ChargePoint of any suspected Defect with the Charging Equipment.

Failure to carry out your responsibilities under this Section 3 may void, as determined in ChargePoint’s sole and reasonable discretion, ChargePoint’s obligations pursuant to this Agreement, including, without limitation, the Service Levels. The determination of your compliance with the requirements set forth in this Section 3 shall be made solely by ChargePoint in its sole and reasonable discretion..

4. COMMISSIONING REQUIREMENTS: ChargePoint will provide Remote Support to your Charging Equipment, provided you have satisfied the Commissioning requirements provided herein.

a. If you perform Commissioning, you are responsible for ensuring your Charging Equipment is installed in accordance with the Product Specifications published by ChargePoint. ChargePoint reserves the right to conduct onsite site readiness inspections. ChargePoint reserves the right to charge you for any costs associated with responding to an Incident caused by your failure to install your Charging Equipment in accordance with such Product Specifications discovered during any onsite site readiness inspections, while performing Commissioning, or during an Incident resolution . ChargePoint may suspend your Remote Support until such installation defect has been remedied.

b. All ChargePoint DC Charging Equipment requires Commissioning by ChargePoint or an authorized commissioning partner designated by ChargePoint prior to ChargePoint providing Remote Support and performing its obligations under this Agreement.

c. If your Remote Support , Assure Pro service , Assure service, Warranty, or Extended Warranty for your Charging Equipment has been expired for more than 180 days, a site readiness inspection by ChargePoint or a ChargePoint authorized partner may be required in order to renew Remote Support for the applicable Charging Equipment to ensure that such Charging Equipment was installed and operating in accordance with the applicable Product S pecifications. Any such site readiness inspection or work necessary to bring Charging Equipment into compliance with the Product Specifications may be at your cost.

d. Unless otherwise approved by ChargePoint in writing, a ny relocation of your Charging Equipment from its original installation location will require a new Commissioning by ChargePoint or a ChargePoint authorized partner.

5. ON-SITE MAINTENANCE REQUIREMENTS: In order to perform on-site maintenance pursuant to a Work Order, you and/or Maintenance Provider must comply with the following:

a. You shall designate a single maintenance contact, either an employee or Maintenance Provider, that will review and accept Work Orders through the Partner Portal. You are responsible for keeping this contact up to date. Any changes to your contact must be promptly updated in the Partner Portal. You are responsible for any issues, damages, or delays caused by your or your Maintenance Provider’s failure to provide current contact information in the Partner Portal.

b. You and/or your Maintenance Provider must complete Training and have Certification in good standing .

Any failure to Certify and/or maintain Certification on the part of you and/or your Maintenance Provider may result in ChargePoint’s inability to provide Remote Support. In the event of such failure, you will continue to be charged for Remote Support during your and/or Maintenance Provider’s failure to Certify and/or maintain Certification.

c. Perform, or ensure your Maintenance Provider performs, any maintenance under this Agreement as provided in the applicable Work Order and according to the Product Specifications and your Training.

d. You and/or Maintenance Provider are responsible for any on-site labor or maintenance requirements related to or arising from your Remote Support , including, without limitation, obtaining the necessary permits, licenses, certifications, insurance, and any payment of taxes.

e. You must promptly address the issues identified in the applicable Work Order. ChargePoint will not provide any Remote Support for additional or subsequent Incidents to the affected Charging Equipment until the original issue identified in the applicable Work Order has been completed and you or your Maintenance

Provider set the Work Order status on Partner Portal to complete d. You are responsible for uploading any documentation required in the Work Order to the Partner Portal.

f. You must contact ChargePoint once the onsite maintenance pursuant to a Work Order is completed so ChargePoint can validate that the Incident has been rectified and the applicable Work Order can be moved to closed status.

6. EXCLUSIONS FROM REMOTE SUPPORT COVERAGE: In order to provide Remote Support, ChargePoint must be able to access and monitor your Charging Equipment. ChargePoint shall not be responsible for any failure to meet the Service Levels if ChargePoint is unable to provide Remote Support due to any of the following exclusions:

a. Your failure to perform an obligation or requirement described in Sections 3 or 4, or your material, uncured breach of the Agreement.

b. Equipment other than Charging Equipment, including , without limitation, switch gear, wiring, cellular or WiFi devices; are not subject to Remote Support.

c. Damage occurring as a result of (i) improper site preparation or site maintenance, (ii) improper Charging Equipment installation, alteration, modification, or attempted repair of any Charging Equipment without a licensed and trained electrician approved in advance by ChargePoint, (iii) any physical relocation of the Charging Equipment, (iv) improper use or operation not in compliance with published ChargePoint maintenance or operation manuals, or (v) lack of proper Commissioning.

d. Damage occurring as the result of repeated or prolonged abuse, misuse, or neglect of the Charging Equipment.

e. Charging Equipment that may become inoperable due to your and/or Maintenance Provider’s failure to comply with the scope of work or instructions provided in the applicable Work Order.

f. Any repeated or excessive Customer Damage or Third-Party Damage, as determined by ChargePoint in its sole discretion.

g. Use of the Charging Equipment with any third-party software, interfacing, parts or supplies not supplied or approved, in writing by ChargePoint, in advance of use.

h. Vehicle to charger interoperability or communication issues. ChargePoint will, in good faith, work with you and vehicle manufacturers to resolve vehicle-charger interoperability issues, provided, however, that such efforts will not be subject to the Service Levels.

i. Damage to Charging Equipment resulting from an extreme power surge, extreme electromagnetic field, or any other acts of nature.

j. Any Applicable Law , the effect of which would cause ChargePoint or any Charging Equipment to be noncompliant with such Applicable Law in the event ChargePoint provided any services in connection with an Incident as contemplated by this Agreement.

k. Force Majeure Event or unforeseeable circumstances beyond ChargePoint’s reasonable control, and not due to the fault or negligence of ChargePoint, that prevents ChargePoint from performing its obligations under this Agreement.

In addition, you acknowledge and agree that you are solely responsible for any work, including, without limitation, the on -site maintenance pursuant to a Work Order , performed by you and/or your Maintenance Provider under this Agreement. ChargePoint is in no way responsible or liable for such work. The determination of the occurrence of any of the exclusions from coverage as set forth in this Section 6 shall be made solely by ChargePoint in its reasonable discretion.

7. CUSTOMER ACKNOWLEDGEMENT: You acknowledge and agree that in connection with the performance of its obligations under this Agreement, ChargePoint may use third-party agents and contractors separately engaged by ChargePoint. ChargePoint, in the performance of this Agreement, is an independent contractor. In performing its obligations under this Agreement, ChargePoint shall maintain complete control over its employees, its subcontractors, and its operations. No partnership, joi nt venture or agency relationship is intended by ChargePoint and you to be created by this Agreement. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.

8. CONTACT INFORMATION: If at any time turning the term of your coverage of ChargePoint Remote Support you believe you have Defective Charging Equipment, contact ChargePoint customer service at https://www.chargepoint.com/support.

9. SERVICE TERM: In the event you are purchasing Remote Support as a standalone service , i.e. without your purchase of Extended Warranty, each Remote Support subscription that you purchase for Charging Equipment will commence ninety (90) days from the invoice date and will last for the subscription length selected in an applicable order (the “ Service Term”). In the event your Remote Support is provided through your Extended Warranty, your Remote Support will be coterminous with your Extended Warranty subscription . For greater certainty, to the extent applicable Charging Equipment is delivered, installed, and completes Commissioning before the Service Term commences as described above, the Charging Equipment will nevertheless have coverage under Remote Support and the Service Term will start at the expiration of the ninety (90) day period referenced above.

10. RENEWAL: Upon expiration of the Service Term, your Remote Support coverage will renew automatically for successive one-year terms (each, a “ Renewal Term”) on the date of expiration of the current Service Term at the then current list price of a one-year renewal term of Remote Support applicable to your Charging Equipment unless either party provides written notice of non -renewal to the other party at least thirty (30) days prior to the end of the then-current Service Term or Renewal Term, as applicable. If this Agreement is not renewed due to your written notice of non -renewal, and is subsequently requested to be reinstated, reinstatement will be subject t o the payment of fees for any lapse period, plus reasonable reinstatement fees. Notwithstanding anything to the contrary herein, in the event ChargePoint discontinues Remote Support coverage for your Charging Equipment, your Remote Support subscription may not renewed. Additionally, ChargePoint may, in its reasonable discretion, determine that it will not accept any renewal by you of your Remote Support services.

11. PAYMENTS: In the event Remote Support service is provided through your Extended Warranty, the terms found in your Extended Warranty shall govern with respect to any invoice and payment terms. In the event you have purchased Remote Support as a standalone service, ChargePoint will send you an invoice for the ChargePoint Remote Support subscription or other fees under this Agreement on or after the date the applicable Charging Equipment is shipped to you. Payment is due within thirty (30) days of the invoice date. All payments shall be made by check, wire transfer, ACH payment system or other means approved by ChargePoint. You may not set off any amounts due to ChargePoint hereunder against amounts due to you under this Agreement. Fees payable to ChargePoint do not include any applicable withholding, sales, use, or other similar fees or taxes imposed by any government (other than taxes on the net income of ChargePoint) (“Taxes”), and you are responsible for any and all such Taxes. All payment obligations under this Agreement are non-cancelable and non-refundable. Late

CHARGEPOINT is a U.S. registered trademark/service mark. All other products or services mentioned are the trademarks, service marks, registered trademarks or registered service marks of their respective owners.
payments shall be subject to a charge equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum rate permitted by Applicable Law. You will reimburse ChargePoint for attorneys’ fees and other expenses reasonably incurred by C hargePoint in the collection of any late payments. If any amount owing by you under this Agreement is more than thirty (30) days overdue, ChargePoint may, without otherwise limiting ChargePoint’s rights or remedies, (a) terminate this Agreement or (b) ref use to provide ChargePoint Remote Support coverage until ChargePoint has received payment in full.

12. MOVES OR TRANSFERS: Your Remote Support coverage applies only to the Charging Equipment for which it was purchased. If you sell or otherwise transfer your Charging Equipment with an active Remote Support subscription to a third-party in accordance with Section 23, or that Charging Equipment is moved or otherwise transferred away from the original installation site, the Remote Support coverage may not be transferred without ChargePoint’s prior written consent. In the event ChargePoint does provide its prior written consent to move or transfer Charging Equipment from the original installation site, Commissioning will be required for such new installation site prior to the commencement or resumption of any Remote Support coverage.

13. REPLACEMENT PARTS AND STATIONS: If applicable, a ny Spare P arts shall be provided by ChargePoint in accordance with your Warranty or Extended Warranty . Spare Parts or Charging Equipment that have been replaced (collectively “Replacement Parts”) and are provided by ChargePoint pursuant to your Remote Support may be remanufactured or reconditioned Replacement Parts . If the exact Replacement Part is no longer manufactured by ChargePoint, then ChargePoint will use commercially reasonable efforts to provide Replacement Parts with substantially similar functionality to the defective Replacement Part. Any Replacement Parts provided under your Remote Support will become your property and all Replacement Parts returned to ChargePoint, whether under warranty or not, will become the property of ChargePoint. Any Replacement Parts will be covered by Remote Support for the remainder of your Remote Support coverage or ninety (90) days from the date of delivery of such Replacement Parts, whichever is later.

14. INDEMNIFICATION. To the maximum extent allowed by law, you shall defend, indemnify, and hold ChargePoint, its officers, directors, agents, affiliates, distribution partners, licensors, and suppliers harmless from and against any and all claims, actions, proceedings, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “ Claims”) suffered or incurred by such indemnified parties resulting from or arising out of (a) your actual or alleged use of Remote Support; (b) your or your Maintenance Partner’s negligence or willful misconduct (including the negligence or willful misconduct of you or your Maintenance Partner’s agents, employees, or anyone for whom you or your Maintenance Partner are legally liable); (c) you or your Maintenance Partner’s breach of this Agreement; or (d) you or your maintenance Partner’s breach of Applicable Law. ChargePoint reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification under this Agreement.

15. LIMITS ON LIABILITY: This Section limits ChargePoint’s liability under ChargePoint Remote Support. Please read it carefully.

a. CHARGEPOINT IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL

DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS, LOST DATA, LOSS OF USE, OR

COST OF COVER INCURRED BY YOU ARISING OUT OF OR RELATED TO YOUR PURCHASE OR USE OF REMOTE

SUPPORT OR THE SERVICES CONTEMPLAED HEREUNDER, OR USE OF, OR INABILITY TO USE, THE CHARGING

EQUIPMENT, UNDER ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT, STRICT LIABILITY,

TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUIT ABLE THEORY, EVEN IF CHARGEPOINT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE AND CUMULATIVE LIABILITY

OF CHARGEPOINT FOR ALL CLAIMS WHATSOEVER RELATED TO PERFORMANCE BY CHARGEPOINT OF ITS

OBLIGATIONS UNDER REMOTE SUPPORT WILL NOT EXCEED THE PRICE YOU PAID FOR REMOTE SUPPORT FOR THE THEN-CURRENT ANNUAL PERIOD OF REMOTE SUPPORT COVERAGE. THE LIMITATIONS SET FORTH

HEREIN ARE INTENDED TO LIMIT THE LIABILITY OF CHARGEPOINT AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

b. Any failure on the part of ChargePoint to meet the Service Level shall not be considered a breach of this Agreement.

16. TERMINATION: You may terminate this Agreement without prejudice to any other remedy at law or equity if ChargePoint 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. Upon termination for cause pursuant to Section 16, ChargePoint will refund a pro -rata portion of the fees you paid. Upon any termination for any other reason, you will not be entitled to a refund of any fees paid and will be responsible for any accrued and unpaid fees owed to ChargePoint.

17. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION:

The ChargePoint entity entering into this Agreement, the address to which you should direct notices under this Agreement, the governing law, and place of jurisdiction, shall be determined according to your domicile:

This Agreement, and any disputes related to this Agreement, will be governed by the applicable governing laws above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Except with respect to any matter relating to your violation of the intellectual property rights of ChargePoint, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be submitted to and finally settled by arbitration usi ng the English language in accordance with the Arbitration Rules and Procedures of the applicable Forum set forth i n the table above then in effect, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to suc h court for judicial acceptance of any award and an order of enforcement, as the case may be. All claims shall be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of ChargePoint, such claims may be litigated in a court of competent jurisdiction. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs. Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief.

18. NOTICES. Any notice required or permitted by this Agreement shall be sent to you by ChargePoint via electronic mail to the address indicated by you in your ChargePoint Cloud Services account.

If Subscriber are
domiciled in:

The ChargePoint
Entity entering into
this Agreement is:

Notices should be
addressed to:

Governing law is: Place of jurisdiction: Forum:

Judicial Arbitration
and Mediation
Services, Inc. (JAMS)
Canada ChargePoint Canada,
Inc., a British Columbia
corporation
Attn: Legal
Department
ChargePoint, Inc.
254 E Hacienda Ave
Campbell, CA 95008
British Columbia and
controlling Canadian
federal law
Vancouver, British
Columbia, Canada
ADR Institute of
Canada

19. AMENDMENT OR MODIFICATION: ChargePoint reserves the right to modify this Agreement from time to time.

ChargePoint will provide notice of each such modification to you. Your continued use of Remote Support following such notice will constitute an acceptance of the modified Agreement.

20. WAIVER: The failure of either party at any time to enforce any provision of this Agreement shall not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.

21. FORCE MAJEURE: ChargePoint will not be liable for failure to perform any of its obligations hereunder due to causes beyond its reasonable control and occurring without its fault or negligence, including but not limited to fire, flood, earthquake or other natural disaster (irrespective of ChargePoint’s condition of any preparedness therefore); war; terrorist act; epidemic; pandemic; quarantine; civil commotion; breakdown of communication facilities; breakdown of web host; breakdown of internet service prov ider; embargo; riot; strike; labor action; changes in laws or regulations; any lawful order, decree, or other directive of any government authority; material shortages; shortage of transport; and failures of suppliers to deliver the requisite material or components (a “Force Majeure Event”).

22. 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.

23. ASSIGNMENT. Except as otherwise provided under this Agreement, you may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of ChargePoint. Notwithstanding the foregoing, you may assign your rights and obligations under this Agreement upon notice to ChargePoint if you own and sell the real property where the Charging Equipment is installed, provided that any such purchasing entity assumes all your rights and obligations under this Agreement; provided further that, the purchasing entity does not violate any terms of this Agreement. In the event of any purported assignment in breach of this Section 23, ChargePoint shall be entitled, at its sole discretion, to terminate this Agreement by providing written notice to you. Any assignment under this Section 2 2 may necessitate updates to your contact information . ChargePoint is not responsible for any failure to meet its obligations under this Agreement caused by differences in such contact information arising from your assignment of this Agreement.

Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. ChargePoint may assign its rights and obligations under this Agreement.

24. ENTIRE AGREEMENT. This Agreement (including the attached Exhibits) contains the entire agreement between the parties with respect to the subject matter hereof and supersedes and cancels all previous and contemporaneous agreements, negotiations, commitments, understandings, representations and writings pertaining to such subject matter. All purchase orders issued by you 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 Remote Support coverage, the number of Charging Equip ment for which Remote Support is ordered, the term of such Remote Support coverage, and applicable fees. To the extent of any conflict or inconsistency between 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.

25. ENGLISH LANGUAGE AGREEMENT GOVERNS. Where ChargePoint has provided you with a translation of the English language version of this Agreement, you agree that the translation is provided for your convenience only and that the English language version of this Agreement governs your relationship with ChargePoint. If there is any conflict between the English language version of this Agreement and a translated version, the English

CHARGEPOINT is a U.S. registered trademark/service mark. All other products or services mentioned are the trademarks, service marks, registered trademarks or registered service marks of their respective owners.
language version shall control. It is the express wish of the parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.

[Remainder of Page Intentionally Left Blank]

Exhibit 1: Service Level Terms

1. SERVICE LEVEL OBLIGATIONS. ChargePoint will use commercially reasonable efforts to provide the Response Times, Remote Diagnostic Times, and time coverage periods described in the Service Level Table (collectively the “Service Levels”) in connection with Remote Support for the severity levels described in the following service level table (“Service Level Table”):

Severity Level Description
Service Level
Standard Critical
1 – Outage Can’t charge (e.g.,
System Down)
1 Business Day Response
Time
2 Business Day Remote
Diagnostic Time
24x7 time coverage
1 Hour Response Time
12 Hour Remote Diagnostic
Time
24x7 time coverage
2 – Impairment
Can charge but
impaired, limited, or
modified operation
required (e.g.,
Reduced Power)
2 Business Day Response
Time
3 Business Day Remote
Diagnostic Time
8x5 time coverage
1 Business Day Response
Time
2 Business Day Remote
Diagnostic Time
8x5 time coverage
3 – non-Critical
All else (e.g.,
Inquiries, Cosmetic
Impairment)
3 Business Day Response
Tim
8x5 time coverage
1 Business Day Response
Time
8x5 time coverage

2. EXCLUSIONS FROM SERVICE LEVEL OBLIGATIONS. The Service Levels described in the Service Level Table are subject to the following exclusions:

a. Exclusions described in Section 6 of this Agreement.

b. Wait time by ChargePoint, before or after Acknowledgment, for you to provide ChargePoint additional information to qualify the issue, time to confirm dispatch, or time beyond the initial proposed dispatch date by ChargePoint.

3. CONTACT INFORMATION. You shall provide contact information for communicating with, and providing timely and accurate information and feedback to, ChargePoint in connection with Remote Support. You may update the contact information through your ChargePoint Cloud Services account.

ChargePoint Return Policy for Warranty and Out-of-Warranty Parts The goal of ChargePoint’s return policy for in-warranty and out-of-warranty parts is to make it easy and fast for you (our customer) to repair or replace your ChargePoint charging stations and accessories, while reducing our impact to the environment and your costs by encouraging the return and refurbishment of Non-Functional Items whenever possible.

This return policy applies to Non-Functional Items under Warranty, Extended Parts Warranty, and/or of Out of W arranty Replacement Parts replaced pursuant to the terms and conditions of ChargePoint’s Standard Parts Warranty found at: https://www.chargepoint.com/legal/support-services (“Standard Parts Warranty”). This return policy also applies to Non-Functional Items related to your initial purchase of parts for out-of-warranty repairs. Unless otherwise defined in this return policy, d efined terms used in this return policy are defined in the Standard Parts Warranty.

Advance Replacement
After you receive a Replacement Item through ChargePoint’s warranty service (as described in the Standard Parts Warranty), or through the purchase of a Replacement Item for out-of-warranty repairs, ChargePoint may require, in its discretion, you to return the Non-Functional Item. If ChargePoint requires you to return the Non-Functional Item, then ChargePoint will provide to you a Return Material Authorization (“RMA”) number for you to reference when you return the Non-Functional Item. Shipping charges, if any, will be described in the RMA instructions.

Non-Return Policy

1. Most of ChargePoint’s Replacement Items, when provided by ChargePoint and accompanied by an RMA for the Non-Functional Item, come with an associated charge assessed in case the Non- Functional Item is not properly returned (“Non-Return Fee”). The Non-Return Fee reflects the value of the applicable Non-Functional Item, created by refurbishing it to comply with ChargePoint’s specifications.

2. Non-Return Fees only apply to RMAs issued for repairs performed with labor provided by Customer, whether such labor is done by Customer or a third party authorized by Customer . If ChargePoint provides the labor for repairs, whether such labor is done by ChargePoint or a third party authorized by ChargePoint, then no Non-Return Fee will be assessed to Customer.

3. Non-Return Fees are set at 50% of then -current retail price of the Replacement Item, unless determined otherwise by ChargePoint. Non-Return Fees are only invoiced if the Non-Functional item has not been returned in full (i.e. not all parts and components have been returned), or if the Non-Functional Item was returned to ChargePoint, but ChargePoint has determined that damage, due to your improper shipment packaging as part of the RMA , to the Non -Functional Item prevents ChargePoint from refurbishing such item.

4. When you return the Non -Functional Item to ChargePoint, you are required to write the RMA number on the outside of your return package and/or in the space provided on the shipping label, and include a copy of our RMA form. If instructions that are provided with your RMA conflict with

the instructions set forth in this return policy, then please follow the instructions provided with your RMA.

5. When ChargePoint receives your Non-Functional item, ChargePoint will inspect it to verify that all parts have been returned and determine whether it can be refurbished and if not, whether the damage preventing refurbishment is due to improper packaging.

6. The Non-Return Fee is refunded in full, minus any missing or misused parts, once the returned Non-Functional Item passes inspection. ChargePoint does not invoice for the Non-Return Fee until 30 days after shipment of the Replacement Item if the Non-Functional Item is not returned, or upon failing inspection. If the Non-Functional Item is returned within 30 days after shipment of the Replacement Item and passes the inspection described in point 5 above, you will not be invoiced for the Non-Return Fee. Returned Non-Functional Items must be complete and free of damage due to improper packaging that prevents refurbishment for you not to be invoiced for the Non-Return Fee.

7. Returns of Non-Functional Items are accepted within 30 days after your purchase (this return window may be modified, from time to time, by ChargePoint), or provision under the applicable warranty, of the Replacement Item. Non-Functional Items returned must be the same as the unit specified in the RMA document, usually the same as the Replacement Item or a predecessor version.

Frequent Returned Non-Functional Item Rejection Causes
The following are the most common reasons for ChargePoint to reject returned Non-Functional Items subject to the inspection described above. Please take care when returning your Non-Functional Items:
• Missing parts;
• Part number mismatch ( Non-Functional Item returned does not match part number originally purchased, specified on the RMA); and/or
• Not packaged in the manufacturer’s box for the original or replacement part, or other packaging that prevents damage in transit.

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10.17.24 Version

CHARGEPOINT MASTER SUPPORT SERVICES TERMS AND CONDITIONS

1. Description of Support Services. These ChargePoint Master Support Services Terms and Conditions (“Agreement”) governs the provision of Support Services (defined below) by ChargePoint, Inc. (“ChargePoint”) to customer (“you” and “ your”). Each s ubscription plan for Support Services (“Subscriptions”) provide s Support Services -related coverage to you for the ChargePoint-covered charging stations and related hardware peripherals (“ Hardware”) and may include a combination of remote support, parts and labor coverage, as further described in the applicable Support Scope and Terms.

Each Subscription is offered by the applicable ChargePoint entity or entities referenced under “Entities” section below and is valid for US and Canada only. The scope of this Agreement is only for Support Services and does not include other services offered by ChargePoint (e.g., ChargePoint cloud plans) or products not described in the applicable Support Scope and Terms (e.g. ChargePoint’s Home Flex products or any of its successors). “Support Services” shall mean the service(s) provided to you subject to this Agreement and the applicable ChargePoint Support Services Scope and Terms (“ Support Scope and Terms ”) found at www.chargepoint.com/legal/support-services. This Agreement and Support Scope and Terms may be amended from time to time by ChargePoint.

2. Subscriptions.

2.1 Service Term and Renewal . Each Subscription that you purchase will commence ninety (90) days after the invoice date of such Subscription and will continue for the term purchased via the applicable invoice or purchase order (“Service Term”). ChargePoint will send you an invoice for your Subscription on or after the date the applicable Hardware is shipped to you . Upon expiration of your initial Service Term, your Subscription will renew automatically for successive one -year periods (each a “ Renewal Term”). Renewal Terms will commence on the date of the expiration of the initial Service Term or prior Renewal Term, as applicable

2.2 Transfer. If you sell or divest yourself of the applicable Hardware and wish to transfer or otherwise assign in any manner the applicable Subscription a third party, then you must provide 60 days prior written notice to ChargePoint of such sale or divestiture of Hardware. Failure to provide such prior notice will void the applicable Subscription for any successor third party.

2.3 Commencement. Your Hardware will be covered by the applicable Subscription starting after the Hardware has been delivered, installed, and activated (subject to the applicable requirements of ChargePoint) and until the end of the Service Term. Note that certain Hardware and corresponding Subscriptions may require you to fulfill certain activation obligations prior to the commencement of the applicable Support Services (for more details see the Installation, Commissioning and Activation Scope and Terms located at www.chargepoint.com/legal/deployment-consulting-services) (“Deployment and Consulting Scope and Terms”).

2.4 Term and Termination. This Agreement and applicable Support Scope and Terms shall remain in full force and effect until completion of Service Term or Renewal Term, subject to earlier termination as set forth below. Either party may terminate this Agreement if the other party is in material breach of any of its obligations under this Agreement (which shall include without limitation any nonpayment by customer of fees due for Services) and has not cured such breach within thirty (30) days of the date of its receipt of written notice thereof. Either party may terminate this Agreeme nt immediately upon written notice if any assignment is made of the other party's business for the benefit of creditors, or if a petition in bankruptcy is filed by or against the other party and has not been dismissed within 60 days

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10.17.24 Version
of such filing. ChargePoint may terminate this Agreement upon written notice in the event that any law or regulation prevents or materially impedes the performance of Support Services. All sections of this Agreement which by their nature should survive termination and/or expiration of this Agreement shall survive such termination and/or expiration.

If you exercise the termination rights described in this section, then you acknowledge and agree ( a) you will be required to pay ChargePoint the full balance of fees you owe for the then -current Subscription; and (b) if you prepaid for the then-current Subscription, then you are not entitled to, and ChargePoint is not obligated to provide you in any manner, a refund of such prepayment. If you wish to terminate your Subscription pursuant to this section, ChargePoint will issue a pro -rata refund of any funds paid from the effective date of termination to the end of the applicable Service Term or Renewal Term. For termination for any other reason, you will not be entitled to any refund.

2.5 Reinstatement Fee. If you terminate the applicable Subscription during a Renewal Term and wish to reinstate such Subscription at a later date, such reinstatement will be subject to the payment of fees for the time period that lapses after such termination and prior to the reinstatement , plus any reasonable reinstatement fees charged by ChargePoint.

2.6 Payment. Payment for Subscriptions is due within thirty (30) days of the invoice date. All payment obligations are non-cancelable and non-refundable. Late payment shall be subject to a charge equal to the lesser of (i) one and one -half percent (1.5%) per month or (ii) the maximum rate allow ed by the applicable jurisdiction. You will reimburse ChargePoint for attorneys’ fees and other expenses reasonably incurred by ChargePoint in the collection of any late payments. If any amount is more than thirty (30) da ys overdue, ChargePoint may (a) terminate the applicable Subscription or (b) withhold Subscription coverage until ChargePoint has received payment in full. All payments shall be made in U.S. Dollars (or if you are based out of Canada, Canadian dollars) and may be made by wire transfer, ACH payment system or other means approved by ChargePoint. You may not offset any amounts due to ChargePoint hereunder against amounts due to you under this Agreement and/or Support Scope and Terms. Fees payable to ChargePoint do not include any taxes, and you are responsible for all such taxes.

2.7 Purchase after Activation. If you wish to purchase a Subscription after the activation of the applicable Hardware, then you will need to provide ChargePoint written evidence that there are no outstanding repair or defect issues with such Hardware. Approval of the activation of Subscription, as described in this section, will be at ChargePoint’s sole discretion.

2.8 Relocation of Hardware. Any relocation of Hardware from its original installation location (including, without limitation, to any approved transfer pursuant to Section 2.2) will require (a) re-Activation (as further described in the Deployment and Consulting Scope and Terms); and (b) re-Commissioning (as further described in separate the Deployment and Consulting Scope and Terms) if Hardware is a DC charging station.

2.9 Maximum Service Term. ChargePoint will not sell or make available Subscriptions beyond the useful life of the applicable Hardware, i.e., 10 years after its initial activation. ChargePoint, in its sole discretion, may amend from time to time the calculation of the useful life of any Hardware.

3. Support Services.

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10.17.24 Version

3.1 Coverage. If included in your applicable Subscription, ChargePoint will provide parts and/or labor coverage for the applicable Hardware.

3.2 Covered Hardware. Unless otherwise described in the applicable Support Scope and Terms, only certain Hardware purchased from ChargePoint or a n authorized ChargePoint distributor or reseller may receive Support Services. Please refer to the Scope and Terms for a list of Hardware covered by the applicable Subscription.

3.3 Active Cloud Plan Requirement. Unless otherwise described in the applicable Support Scope and Terms, you must maintain an active ChargePoint cloud plan to receive Support Services.

3.4 Replacement Parts. If the then-current Subscription provides “parts cost coverage” for replacement hardware components and/or Hardware that ChargePoint uses to repair and/or replace your defective Hardware (“ Replacement Parts ”), then Replacement Parts will be provided at no charge. You acknowledge and agree Replacement Parts may be remanufactured or reconditioned (a) hardware components of Hardware; or (b) Hardware if such Hardware is no longer manufactured; provided, that ChargePoint will use reasonable efforts to provide such Hardware that provides substantially similar functionality. Any Replacement Parts provided to you via a Subscription will become your property and all parts and/or Hardware returned by you or your authorized representative to ChargePoint in connection with any Support Services will become the property of ChargePoint.

3.5 Your Responsibilities. You agree to: (a) provide reasonable access to ChargePoint or its designee as necessary for the performance of ChargePoint’s obligations, including access to your requisite personnel and physical site, to address the required Support Services; (b) promptly provide accurate and complete information as requested by ChargePoint in connection with the provision of any Support Services; (c) maintain the physical site in which Hardware is located in accordance with all applicable laws, regulations and rules; and (d) keep the physical site in which Hardware is located in a clean, safe and orderly condition, to at least the same standard as you customarily use to maintain the remainder of your sites and/or premises.

3.6 Exclusions. The following issues are not covered by Support Services:

a. Damage and Misuse. Damage to Hardware caused by you and/or third parties, including, without limitation, abuse, negligence, vandalism, accidents, or any other events. In addition, any use of the Hardware in a manner that is not in compliance with the specifications of Hardware, as described in the applicable ChargePoint documentation.
b. Cosmetic Damage. Cosmetic damage to Hardware such as scratches and dents. c. Normal Aging and Discoloration. Normal aging or discoloration of Hardware due to exposure to environmental elements.
d. Unapproved Deployment or Alteration. Installation, operation, alteration, modification , or relocation of the Hardware or firmware incorporated in such Hardware that was not approved in writing by ChargePoint.
e. Force Majeure. Force majeure events or unforeseeable circumstances beyond ChargePoint’s reasonable control that prevent ChargePoint from performing its Support Services -related obligations.
f. Lack of Commissioning. DC charging station(s) that has not undergone Commissioning, as such term is described in Deployment and Consulting Scope and Terms. g. Fraudulent Actions. Fraudulent actions or omissions in connection with Support Services - related requests, e.g. removal or alteration of the serial number of the applicable Hardware.

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h. Unapproved Interfaces. Use of Hardware with software, interfaces, parts or supplies not approved in writing by ChargePoint.
i. Interoperability. Vehicle-to-Hardware interoperability or communication issues , i ncluding, without limitation, testing on non-commercially available vehicles. j. Timely Notification. If you do not notify ChargePoint on a timely basis (as reasonably determined in ChargePoint’s discretion) of the Hardware -related issue (e.g. inability to dispense energy) or impairments (can charge but impaired, limited or modified safe operation of the charger is required) as soon as you first become aware of such issue. k. Certification. If the installation or maintenance of Hardware is performed by a technician not certified by ChargePoint.
l. Hardware Not Covered by Support Services. ChargePoint takes no responsibility or liability with respect to repairing, replacing, monitoring, or servicing anything other than Hardware covered by a then -current Subscription . For example, ChargePoint is not responsible for the physical mounting and electrical wiring of Hardware, performance of any cellular or Wi -Fi repeaters connected to Hardware, or third-party hardware accessories installed with Hardware that are not covered by Support Services, including, without limitation, skid mounts. m. Customer Responsibilities. If by your action or inaction you do not comply with your responsibilities as described in Section 3.5.
n. Cloud Issues. Issues related to your ChargePoint cloud services (e.g., Cloud Plan or Fleet Ops) .

Notwithstanding the foregoing , issues related to your software embedded within the applicable Hardware (e.g., firmware) are covered by the applicable Support Services.

3.7 Service Levels

a. Service Level Matrix. In connection with the applicable Subscription(s), ChargePoint will use commercially reasonable efforts to provide the support level objectives for Support Service s (“Service Levels ”) as set forth in the “Service Level Category” table below. For more detail s on which Service Levels apply to your Subscription, please refer to the applicable Support Scope and Terms. Any failure by ChargePoint to meet and/or maintain the Service Levels shall not constitute a breach of this Agreement.

Service
Level Category Standard Critical
Severity 1 2 3 1 2 3
Type of Hardware-
Related Issue Outage Impairment Non-
Critical Outage Impairment Non-
Critical
Service
Levels
Response 1 Business
Day
2 Business
Days
3 Business
Days 1 Hour 1 Business
Days
2 Business
Days
Diagnosis 2 Business
Days
3 Business
Days - 12 Hours 2 Business
Days -
Resolution 5 Business
Days
6 Business
Days - 24 Hours 5 Business
Days -
Annual
Port Uptime 98% - - 99% - -
Part Delivery 4 Business
Days
4 Business
Days
4 Business
Days
4 Business
Days
4 Business
Days
4 Business
Days

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b. Definitions for Service Level Category Table. The following definitions apply to the defined terms used in the “Service Level Category” table above:

i. Standard. This Service Level Category is applicable to the Subscription(s) as described in the applicable Support Scope and Terms.
ii. Critical. This Service Level Category is applicable to the Subscription(s) as described in the applicable Support Scope and Terms.
iii. Outage. Issues which completely prevent the Hardware from dispensing electricity (i.e. inoperable station).
iv. Impairment. Issues that require a workaround to use the Hardware, but the Hardware is still able to dispense electricity (e.g., broken cable management kit). v. Non-Critical. Issues that do not constitute Outages or Impairments (e.g., general information requests, or Hardware-related wear and tear). vi. Acknowledgement. The earlier of (a) ChargePoint confirming an issue using proactive monitoring; or (b) you first report the applicable issue to ChargePoint’s technical support with all the necessary information required by ChargePoint to acknowledge to you the receipt of the reported, applicable issue outlined in the “Service Level Category” table. vii. Response. Time from Acknowledgement to ChargePoint’s provision of a response and confirmation that ChargePoint has started the troubleshooting and diagnosis of the applicable issue.
viii. Diagnosis. Time from Acknowledgement to (i) when ChargePoint issues a work order that confirms that an onsite repair work is necessary; (ii) written confirmation from ChargePoint to you that the applicable issue can be remotely resolved; or (iii) when ChargePoint quotes you the cost of the applicable Replacement Part in connection with the onsite repair work. ix. Resolution. Time from Acknowledgement to a complete resolution of the Hardware-related issue, as determined by ChargePoint.
x. Annual Port Uptime. The percentage of time that a port can dispense energy during the 12- month period from the latter of the (i) activation of the applicable Hardware; or (ii) start of your Service Term; provided that, such uptime objective is subject to exclusions described in Section 3.8 herein. For the avoidance of doubt, Annual Port Uptime does not apply to ChargePoint’s cloud services.
xi. Part Delivery. Time from Acknowledgement to the delivery to you or your authorized recipient of a Replacement Part.

3.8 Service Level Exclusions

a. Rescheduled Dispatches. Time between the initially proposed dispatch date from ChargePoint and the final dispatch date if rescheduled at your request. b. Inability to Service. Time between the initial visit and any follow-up visit if the follow-up is required due to your action or inaction preventing ChargePoint from resolving the issue. c. Other Exclusions. The applicable exclusions described in Section 3.6.

4. Warranty; Other Disclaimers. THE SUPPORT SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THIS IS THE FULL EXTENT OF WARRANTIES PROVIDED BY CHARGEPOINT UNDER THIS AGREEMENT AND THE APPLICABLE SUPPORT SCOPE AND TERMS. NO OTHER CHARGEPOINT

REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESSOR IMPLIED, IS INCLUDED OR

INTENDED BY THIS AGREEMENT, THE APPLICABLE SUPPORT SCOPE AND TERMS, OR IN ANY PROPOSAL,

CONTRACT, REPORT, STATEMENT OF WORK OR OTHER DOCUMENT IN CONNECTION WITH THE SUPPORT

SERVICES THAT IS PROVIDED BY CHARGEPOINT, AND CHARGEPOINT SPECIFICALLY DISCLAIMS ALL

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OTHER SUCH WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY , NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR USE.

5. Limitation of Liability. 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 OTHERWISE BASED ON ANY EXPRESS, IMPLIED OR CLAIMED WARRANTIES NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT. EXCEPT FOR : (I) A PARTY’S GROSS NEGLIGEN CE, WILLFUL MISCONDUCT, OR CLAIMS OF PERSONAL INJURY OR DEATH; (II) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; OR (III) A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS , IN NO EVENT SHALL EITHER PARTY’S LIABILITY UNDER THIS AGREEMENT (IN YOUR CASE, IN ADDITION TO THE FEES AND

EXPENSES PAYABLE BY YOU IN CONNECTION WITH THE APPLICABLE SUBSCRIPTION) EXCEED THE TOTAL

FEES AND EXPENSES DUE AND PAYABLE BY YOU IN CONNECTION WITH THE APPLICABLE SUBSCRIPTION (I.E. SUPPORT SERVICES) GIVING RISE TO THE LIABILITY.

6. Intellectual Property Rights.

6.1 “Your IP” means your pre-existing or independently developed intellectual property rights.

6.2 “ChargePoint IP ” means (a) ChargePoint’s pre -existing or independently developed intellectual property rights, (b) ChargePoint’s templates and tools used to provide Support Services, (c) ideas, concepts, techniques, models, and know -how created or co -created or developed or co -developed by ChargePoint during or in connection with the performance of Support Services, (d) all reports, evaluations, findings, data and reports provided by ChargePoint to you in the performance of Support Services (collectively, “ Materials”), an d (e) all intellectual property rights in the foregoing or in any derivative works of the foregoing; provided, that ChargePoint IP excludes any Your IP incorporated in the Materials.

6.3 As between the parties, (a) you own all right, title and interest in and to Your IP , and (b) ChargePoint owns all right, title and interest in and to the ChargePoint IP . Neither party is granted any right, title nor interest in the other party’s pre -existing intellectual property rights, either express or implied, under this Agreement or applicable Support Scope and Terms. Each party reserves all rights not specifically granted to the other party under this Agreement or applicable Support Scope and Terms, and no licenses or other rights to a party’s intellectual property rights are granted by implication, estoppel or otherwise. Neither party shall use trademarks or logos of the other party, for the provision of the Support Services or otherwise, without the prior written consent of the other party.

6.4 Notwithstanding the above provisions in this section, ChargePoint shall have the right to use, reproduce, and disclose the Materials (without attribution to you). ChargePoint shall be free to provide material similar to Materials to third parties whose needs may be similar to your requirements, without violating its confidentiality obligations hereunder to you.

7. Feedback. “Feedback” shall mean any feedback, comments, suggestions or other input provided by you in connection with the Support Services. You shall be under no obligation to provide Feedback and shall not provide any Feedback that violates the rights of any third party. You hereby grant to ChargePoint a non- exclusive, perpetual, irrevocable, royalty -free, worldwide license (with the right to sublicense) to use, modify, prepare derivative works of, display, perform and otherwise exploit in any manner the Feedback,

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and to make, have made, import, use, sell and otherwise distribute products and services using or incorporating the Feedback.

8. Confidentiality. Each party agrees not to use the other party’s confidential and proprietary information (“Confidential Information”) except in the performance of the Support Services or as authorized by this Agreement, and not to disclose or otherwise make available such information to third parties without the other party’s prior written consent. Confidential Information does not in clude: (i) information that was publicly available at the time of disclosure or that subsequently becomes publicly available other than by a breach of this provision, (ii) information already known by the receiving party independent of the Confidential Information as evidenced by written records, (iii) information developed by the receiving party independent of the Confidential Information, and (iv) information that the receiving party rightfully obtains without restrictions on use and disclosure. Confidential Information shall remain the exclusive property of the disclosing party and no intellectual property right is licensed, g ranted or otherwise transferred by this section or any disclosure of Confidential Information to the receiving party.

9. Miscellaneous.

9.1 Force Majeure. “Force Majeure” means any act of God, fire, natural disaster, earthquake, accident, act or regulation of government or a governmental agency, or an act that is beyond the reasonable control of either party. Neither party will be deemed in default of this Agreement and/or applicable Support Scope and Terms (other than with respect to any obligations by you to pay for the applicable Subscription) to the extent that performance of its obligations or attempts to cure any breach are delayed or p revented by reason of Force Majeure ; provided, that such party gives the other party written prompt notice thereof and continues to use its reasonable efforts to perform or cure, as applicable.

9.2 Miscellaneous. Neither party may assign this Agreement or any of its rights or duties hereunder, without the prior written consent of the other party, except that either party may assign its rights and duties hereunder in connection with its acquisition or the sale of al l or substantially all of its assets.

Any attempted assignment or delegation in violation of the preceding sentence shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permit ted assigns. ChargePoint is an independent contractor and shall not be deemed an employee or agent of you. The terms in this Agreement and in the applicable Support Scope and Terms constitute the complete agreement regarding any provision of Support Services by ChargePoint and supersede all prior agreements and discussions between the parties; provided, that in the event of any conflict between this Agreement and the applicable Support Scope and Terms or any other document the terms of the applicable Support Scope and Terms shall govern. In particular, any additional terms contained on your ordering instrument or other documents shall be of no force or effect. The parties shall comply with all applicable state, national and foreign laws and regulations.

In case any one or more of the provisions contained in this Agreement should be invalid, i llegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. This Agreement may not be modified or amended, except in writing signed by a duly authorized representative of each party.

9.3 Governing Law, Jurisdiction, ChargePoint Entities, and Dispute Resolution. The ChargePoint entity entering into this Agreement with you, the address to which you should direct notices under this

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Agreement, the governing law, and place of jurisdiction, shall be determined according to where you are domiciled:

If You are
domiciled in:

The
ChargePoint
Entity entering
into this
Agreement is:

Notices should be
addressed to:

Governing law is: Place of
jurisdiction:

Forum:

Judicial
Arbitration
and Mediation
Services, Inc.
(JAMS)
Canada ChargePoint
Canada, Inc., a
British Columbia
corporation
Attn: Legal
Department
ChargePoint, Inc.
254 E Hacienda
Ave
Campbell, CA
95008
British Columbia
and controlling
Canadian federal
law
Vancouver,
British
Columbia,
Canada
ADR Institute
of Canada

This Agreement, and any disputes related to this Agreement, will be governed by the applicable “Governing Laws” above in the table above , without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods.

Except with respect to any matter relating to your violation of the intellectual property rights of ChargePoint, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be submitted to and finally settled by arbitration using the English language in accordance with the Arbitration Rules and Procedures of the appli cable Forum above then in effect, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. All claims shall be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of ChargePoint, such claim may be litigated in a court of competent jurisdiction. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs.

Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief.

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Installation, Commissioning, and Activation:

Scope and Terms
Installation, Commissioning, and Activation are Services provided by ChargePoint to address the needs of our customers in the following ways:

Description of Services.

Installation. Once Site Preparation (as defined below) is completed by a customer who purchases (a) ChargePoint-manufactured electric vehicle charging station(s) or hardware and/or (b) third party-provided hardware sold by ChargePoint (subsections (a) and (b) are collectively defined as “Products”), a ChargePoint Operations and Maintenance partner (“O&M Partner”) will mount the Products on its anchor hardware or concrete pedestal and terminate the wires (“Installation”). See the “Key Tasks and Requirements” section below for further details and requirements for Installation.

Commissioning. After the Products are anchored and wires are terminated, a ChargePoint, or a third party authorized by ChargePoint to undertake Commissioning (“Authorized Commissioning Partner ”), will perform various assessments, including without limitation, energize the charging hardware, complete any required configuration and pinpointing steps, and validate the Product was installed in accordance with ChargePoint’s specifications (“Commissioning”). Customer is required to purchase Commissioning from ChargePoint with its purchase of any ChargePoint-manufactured DC charging hardware. Commissioning may also be required for third party-manufactured DC charging stations – please inquire with ChargePoint for the latest requirements. See the “Key Tasks and Requirements” section below for further details and requirements for Installation.

Activation. ChargePoint will assist the customer with the onboarding, configuration, and activation of customer’s entitlements, including without limitation, entitlements to ChargePoint’s cloud management platform (“ChargePoint Cloud Platform”) in connection with the Products (“Activation”). See the “Key Tasks and Requirements” section below for further details and requirements for Activation , including ChargePoint’s onboarding guide at https://chargepoint.ent.box.com/v/gettingstarted for a detailed overview of the process for Activation.

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Key Tasks and Requirements.

Please review the table below for a summary of the key tasks and requirements for the Services described above. All the Services described are subject to the ChargePoint Deployment and Consulting Terms and Conditions, as amended from time to time by ChargePoint, found at https://www.chargepoint.com/legal/deployment-consulting-services. Any capitalized term not otherwise defined in this Scope and Terms document are defined in the Deployment and Consulting Services Terms and Conditions.

Task Activity
0 Service
Prerequisites
Customer, or a third-party contractor separately procured by customer, must complete the “ Service Prerequisites” listed under the Additional Terms and Conditions section below. In addition, customer is required to complete and/or submit all required documentation described in the ChargePoint’s “welcome email,” which initiates the activation and onboarding process for customer’s purchased Product to connect and interoperate with ChargePoint’s Cloud Platform (“Welcome Email”).

Installation
1 Scheduling ChargePoint will assign an O&M Partner to customer’s work order, and O&M Partner will reach out to customer to schedule a date to perform the Installation.

2 Safety Protocol Once on-site at customer’s proposed site for Installation, O&M Partner will apply lock out/tag out (LOTO) to ensure Installation can be done in accordance with applicable safety requirements , site requirements, ChargePoint’s Health and Safety Policy, a copy of which may be requested from ChargePoint.

3 Electrical
Assessment
O&M Partner will assess, measure, and verify the following in accordance with the Site Design Guide and Installation Guide (as both are defined below):

• Protection devices (e.g. disconnects, breakers, fuses) • AC and DC Conductors (size, type, rating)
• Breaker panels
• Transformer configurations (Wye – secondary, input voltage) • Communication cables (e.g. routing, termination, pinout)

4 Civil Work
Assessment
O&M Partner will assess, measure, and verify the following in accordance with the Site Design Guide:

• ADA compliance to the extent specified in the Site Design Guide • Concrete pad, anchor bolts, and conduits comply with required specifications
• Wiring, circuit protection, and metering are in place

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5 Mechanical Stand
Up
O&M Partner will mount the Product on the anchor hardware, terminate wiring, and if the Product is paired then terminate the AC and DC conductors and install the communication cable.

6 Cellular Signal O&M Partner will check the cellular signal strength and quality comply with specifications described at https://chargepoint.ent.box.com/v/misc- tn1416-enus.

7 Charging Station
Energization and
Configuration
For AC charging stations, O&M Partner will remove the lock out/tag out (LOTO), energize the charging station, complete hardware power configuration (and pairing if applicable), and apply any firmware updates.

For DC charging stations, please refer to the Commissioning portion of the “Key Tasks and Requirements” table.

8 Pinpointing For AC charging stations, O&M Partner will associate the Product with specific coordinates (latitude and longitude) so it can be found on ChargePoint’s charging network map.

For DC charging stations, please refer to the Commissioning portion of the “Key Tasks and Requirements” table.

9 Completion O&M Partner will then assess the Products for:

• Integrity of subsystems and components
• Cleanliness
• Cabling and harnesses
• Proper terminations
• Hardware integrity and damage
• Proper application of labels
• Displays

If the applicable Product fails to pass the above-described assessment, then ChargePoint will inform customer of the issue(s) identified in such assessment and pause the Installation until customer remediates the issues to the satisfaction of ChargePoint. As between the parties, it is the sole responsibility of customer to address and fix the issues identified in the above-described assessment.

Once the applicable Product passes the above-described assessment to the satisfaction of ChargePoint, O&M Partner will call ChargePoint to report the completion of such assessment.

Commissioning
1 Scheduling Customer must comply with the “Scheduling of Commissioning” requirements listed under the Additional Terms and Conditions section below.

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2 De-Energization Once on -site at the customer’s proposed site for Commissioning , ChargePoint’s Authorized Commissioning Partner will apply lock out/tag out (LOTO) in adherence with customer-specific site requirements, as specified by customer during the scheduling for Commissioning, and ChargePoint’s Health and Safety Policy (a copy of which may be requested from ChargePoint), and other requirements ChargePoint deems necessary, in its sole discretion, relating to de-energizing the applicable Product.

3 Site Assessment ChargePoint’s Authorized Commissioning Partner will assess the following in accordance with the Site Design Guide and Installation Guide:

• ADA Compliance to the extent specified in the Site Design Guide • Cellular repeater configuration (make, model, line of sight) • Hardware protection (bollards, wheel stops)

4 Civil/Environmental
Assessment
ChargePoint’s Authorized Commissioning Partner will assess the following in accordance with the Site Design Guide and Installation Guide:

• Product installation (concrete pad dimensions, slopes, water entrapment)
• Conduit runs
• Product serviceability (clearance, slopes, ventilation)

5 Mechanical
Assessment
ChargePoint’s Authorized Commissioning Partner will assess the following in accordance with the Installation Guide:

• Product torquing (electrical cables, mounting, anchoring hardware, surface conduit entry kits, markings/labeling)
• Product leveling

6 Electrical
Assessment
ChargePoint’s Authorized Commissioning Partner will assess, measure, and verify the following in accordance with the Installation Guide:

• Protection devices
• AC and DC Conductors (size, type, rating, bend radius, clearance, termination)
• Transformer configurations (Wye – secondary, input voltage) • Grounding impedance
• Communication cables (routing, termination, pinout)
• Labeling

7 Product
Assessment
ChargePoint’s Authorized Commissioning Partner will assess the following for the Product in accordance with the Installation Guide:

• Integrity of subsystems and components
• Cleanliness

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• Cabling and harnesses
• Proper terminations
• Hardware integrity and damage
• Proper application of labels
• Displays

8 Cellular Signal ChargePoint’s Authorized Commissioning Partner will check the cellular signal strength and quality comply with specifications described at https://chargepoint.ent.box.com/v/misc-tn1416-enus.

9 Product
Energization and
Configuration
If any of the described assessments for Commissioning (as described in this table) identify critical non -conformities, then ChargePoint will inform customer of the issue(s) identified in the applicable assessment and pause the Commissioning until customer remediates the issues to the satisfaction of ChargePoint. As between the parties, it is the sole responsibility of customer to address and fix the issues identified in the previously described assessments. Critical non-conformities include, without limitation, flaws in Site Preparation and/or installation work that pose a safety risk , as determined by ChargePoint.

If there are no critical non-conformities with the described assessments for Commissioning (as described in this table) , then ChargePoint’s Authorized Commissioning Partner will remove the lock out/tag out (LOTO), to energize the Product, complete hardware power configuration (and pairing if applicable), and apply any firmware updates; provided that, customer also complies with the Additional Terms and Conditions section below.

10 Pinpointing ChargePoint’s Authorized Commissioning Partner will associate the Product with specific coordinates (latitude and longitude) so it can be found on ChargePoint’s charging network map.

11 Completion ChargePoint’s Authorized Commissioning Partner will submit the completed Commissioning-related forms to ChargePoint for ChargePoint’s review of such forms for accuracy, completeness, and description of any critical and non-critical non-conformities.

ChargePoint may, upon written request by customer, provide a Commissioning-related punch list report after the successful completion of Commissioning.

Activation
1 Customer
Onboarding
Once the Product is installed, or in the case a DC charging station has been successfully completed Commissioning , ChargePoint will verify whether customer completed the “Service Prerequisites” described in the Additional Terms and Conditions below.

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2 Configuration ChargePoint will (a) configure customer’s access to the ChargePoint Cloud Platform in accordance with the Station Activation & Configuration Form (provided with Welcome Email ), which reflects the configuration setting (e.g. RFID reader) that ChargePoint sets up for each Product use by drivers; (b) apply access and pricing policies to customer’s organizations created on the ChargePoint Cloud Platform, and (c) add customer’s initial set of Product to the ChargePoint Cloud Network.

3 Provisioning ChargePoint will review cloud and warranty entitlements associated with the customer’s organizations on ChargePoint’s Cloud Platform and apply them to the applicable Products.

Additional Terms and Conditions.
• Site Preparation. Customer, or the third party contractor customer separately hires to perform the Site Preparation, are responsible for the compliance of the site design, construction and/or installation work with ChargePoint’s Site Design Guide(s) and/or Installation Guide(s), for the Product (“Site Preparation”). For clarity, customer is not responsible for the installation of the Product portion of Site Preparation if customer purchases Installation from ChargePoint. In connection with Site Preparation, each customer is responsible , for the following:

1. Site design in accordance with ChargePoint’ site design guide(s), which can be found at https://www.chargepoint.com/products/guides/ (“Site Design Guide(s)”);

2. Product installation in accordance with ChargePoint’s installation guide(s), which can be found through ChargePoint University (“Installation Guide(s)”); and

3. Any costs associated with delays or cost overruns for correcting any non-conformities with the applicable Site Preparation, as identified by ChargePoint’s Authorized Commissioning Partner.

• Service Prerequisites. Customer is required to complete the following before any of the Services described above may be scheduled and/or completed by ChargePoint :

1. Network Manager Account. Create a Network Manager Account on ChargePoint Cloud Platform.

2. MSSA. Accept ChargePoint’s Master Services and Subscription Agreement ( “MSSA”), displayed during the Network Manager Account creation process.

3. Activation Form. Complete the Station Activation and Configuration Form (SAF) provided via Welcome Email.

4. Construction Signoff Form. If customer purchases Installation, then customer must complete the Construction Signoff Form, including without limitation providing any requested site photos, in response to the Welcome Email. The purpose of the Construction Signoff Form is to allow ChargePoint to confirm that the site complies with the specifications for Site Design and Installation Guide, including without limitation,

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verifying mechanical, electrical, and civil/environmental compliance, prior to sending an O&M Partner to the site.

5. Insulation Testing Report. If customer purchases Commissioning, then an insulation testing report (subject to availability from customer) will be provided for all AC and DC cables between the balance of plant, stations , and equipment installed in between the Product.

6. Contractor Availability. If customer purchases Commissioning, then customer must confirm that its c ontractor, selected by customer to install the applicable Product, is scheduled to be on site during the scheduled visit for Commissioning.

7. Scheduling of Commissioning. Customer is responsible for scheduling Commissioning with ChargePoint using the Commissioning request form provided by ChargePoint. The Commissiong request form is provided at the same time as the Welcome Email. Note the current requirements for scheduling: (1) a minimum two-week notice is required for scheduling; (2) a 72-hour notice is required for rescheduling the applicable Commissioning appointment; and (3) a rescheduling fee may be assessed to customer for any rescheduling or cancellations outside of the 72-hour notice requirement.

• Relocation of DC Charging Hardware . If customer relocates DC charging hardware after Commissioning has been completed, then such relocation will require the DC charging hardware to be Commissioned again. Please review Commissioning requirements above.

• Relocation of Products. If customer relocates any Product after Activation has been completed, then such relocation will require the Product to undergo Activation again. Please review Activation requirements above.

• Voiding Services. Customer’s failure to meet their responsibilities described in this document may release ChargePoint from any obligations to perform and complete the applicable Services (i.e.

Installation, Commissioning or Activations ). ChargePoint is not responsible or liable for the reliability and/or safe operation of DC charging stations that have not undergone Commissioning.

• Remediation and Additional Fees. If customer fails to meet any of its obligations for the Services described in this document, including without limitation, remediating any identified non- conformities, failure to pass the applicable assessments, and/or failure to complete any necessary preparation work for Installation and/or Commissioning, then customer acknowledges and agrees (1) ChargePoint is released from any further obligations to perform or complete the Service(s) purchased by customer; (2) ChargePoint is not responsible or liable for the reliability or operation of the Product in question; and (3) ChargePoint is n ot obligated to perform any Activation for customer. Customer may be required to pay additional fees for (a) re-scheduling of Installation and/or Commissioning ; and/or (b) re-Commissioning of DC charging hardware.

042221-CPI

Rev. 10/2020 1

Solicitation Number: RFP #042221

CONTRACT

This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and ChargePoint, Inc., 254 E. Hacienda Ave., Campbell, CA 95008-6617 (Vendor).

Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Sourcewell issued a public solicitation for Electric Vehicle Supply Equipment and Related Services from which Vendor was awarded a contract.

Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT

A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires July 20, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor.

C. SURVIVAL OF TERMS. Articles 11 through 14 survive the expiration or cancellation of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES

A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

Vendor’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

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All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Vendor’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Vendor’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that is effective past the expiration of the Vendor’s warranty will be passed on to the Participating Entity.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor’s authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor’s responsibility to ensure Sourcewell receives the most current version of this list.

3. PRICING

All Equipment, Products, or Services under this Contract will be priced as stated in Vendor’s Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable

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time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery.

Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity.

C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS

Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must:

x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing

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restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Request Form will become an amendment to this Contract and be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Vendor’s employees may be required to perform work at government- owned facilities, including schools. Vendor’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING

A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract.

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Vendor’s acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Vendor, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased;

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements; or

3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity.

E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE

A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:

x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

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B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT

A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).

The Report must contain the following fields:

x Customer Name (e.g., City of Staples Highway Department); x Customer Physical Street Address;
x Customer City;
x Customer State/Province;
x Customer Zip Code;
x Customer Contact Name;
x Customer Contact Email Address;
x Customer Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Vendor.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted price to offset the Administrative Fee.

The Vendor will submit payment to Sourcewell for two percent (2%) multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Vendor’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.

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Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE

Sourcewell's Authorized Representative is its Chief Procurement Officer.

Vendor’s Authorized Representative is the person named in the Vendor’s Proposal. If Vendor’s Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE

A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

B. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties.

D. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it.

E. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22, the terms of Articles 1-22 will govern.

F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their

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respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. LIABILITY

Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees, arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications.

12. GOVERNMENT DATA PRACTICES

Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract.

If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT

A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Vendor.
b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Vendor’s Trademarks in advertising and promotional materials for the purpose of marketing Vendor’s relationship with Sourcewell.

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article.

Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.

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a. Sourcewell must not alter Vendor’s Trademarks from the form provided by Vendor and must comply with Vendor’s removal requests as to specific uses of its trademarks or logos.
b. Vendor must not alter Sourcewell’s Trademarks from the form provided by Sourcewell and must comply with Sourcewell’s removal requests as to specific uses of its trademarks or logos.
c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s Trademarks only in good faith and in a dignified manner consistent with such party’s use of the Trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable patent or copyright laws.

5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract.

D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services.

14. GOVERNING LAW, JURISDICTION, AND VENUE

Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota.

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15. FORCE MAJEURE

Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

16. SEVERABILITY

If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed.

17. PERFORMANCE, DEFAULT, AND REMEDIES

A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:

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x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE

A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

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4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers’ Compensation, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate

Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.

Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Vendor’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other

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insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.

19. COMPLIANCE

A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Vendor must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities.

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION

Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing.

Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS

Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications. Within this Article, all

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references to “federal” should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Vendor’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions.

C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of

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not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any

042221-CPI

Rev. 10/2020 16

person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

042221-CPI

Rev. 10/2020 17

22. CANCELLATION

Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor’s Proposal.

Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell ChargePoint, Inc.

By: __________________________ By: __________________________ Jeremy Schwartz Rex S. Jackson
Title: Chief Procurement Officer Title: Chief Financial Officer

Date: ________________________

Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO

Date: ________________________

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Bid Number: RFP 042221 Vendor Name: ChargePoint, Inc.

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Bid Number: RFP 042221 Vendor Name: ChargePoint, Inc.

Sourcewell Contract #042221-CPI | Amendment #1

Page 1 of 2 ends

Carson City CouncilNovember 19, 2024

Carson City Council
November 19, 2024