HomeMy WebLinkAboutChargePoint, Inc - Grant Participation Agreement - 2425-107 - Contract - signed 9-4EV GRANT IMPLEMENTATION
FRAMEWORK AGREEMENT
This EV Grant Implementation Framework Agreement (this “Agreement”) is entered into as of
______________________ (the “Effective Date”) by and between ChargePoint, Inc., a Delaware corporation
(“ChargePoint”), with its principal place of business at 240 East Hacienda Avenue, Campbell, CA 95008 and
The City of Ukiah, acting through its electric utility (“Operator”), with its principal place of business at 300
Seminary Avenue, Ukiah, CA 95482 (each of ChargePoint and Operator, individually a “Party” and
collectively, the “Parties”).
WHEREAS, Operator is interested in engaging with ChargePoint for various opportunities in select
electric vehicle charging markets.
WHEREAS, ChargePoint has developed the ChargePoint Network and other products for its
Charging Stations and has participated in various state and federal incentive programs resulting in awarded
State Grants.
WHEREAS, pursuant to the State Grants, ChargePoint has certain rights in respect of one or more
Sites.
WHEREAS, Operator is the City of Ukiah electric utility which furnishes electricity within the City
of Ukiah. Operator will furnish electricity to the charging stations developed under this Agreement with
maintenance and repair thereof performed pursuant to the Assure Plan. NOW, THEREFORE, in
consideration of the premises and the agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally
bound, the Parties agree as follows:
1.DEFINITIONS. The following capitalized terms shall have the meanings ascribed herein.
“Affiliate” means an entity directly or indirectly controlling, controlled by, or under common control with the
entity specified. “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.
“Applicable Programs” means any applicable State Grants and any statute, law, regulation or rule incorporated
into and made a part of any State Grant.
“Assure Plan” means a subscription to ChargePoint’s Assure Warranty Program, as such may updated,
modified and amended from time to time, and the terms and conditions are found here:
https://www.chargepoint.com/en-gb/legal/support-services.
“Charging Equipment” means all Charging Stations and any electrical and subsurface equipment, including
switchgears, conduits, bollard, wheel stops, signage or similar materials installed for the operation of any
Charging Station, as set forth on Exhibit D. Charging Equipment specifically excludes any materials or
equipment owned, installed or maintained by any third party, such as a Site Host or local utility.
“ChargePoint Network” means the cloud-based SaaS network of Charging Stations hosted and managed by
ChargePoint.
“Charging Stations(s)” means ChargePoint electric vehicle charging stations and the component parts thereof.
“Cloud Plan” means a subscription to ChargePoint’s Master Services and Subscription Agreement for the
ChargePoint Network, as such may be updated, modified and amended from time to time.
“Commencement of Construction” means the start of material on-site work at a Site for the purpose of
installation of Charging Stations.
COU No. 2425-107
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“EV” means electric vehicle.
“Grant Implementation Costs” means all costs, fees or expenses necessary to comply with any rules,
regulations, terms, conditions or obligations imposed by a State Grant or State Authority at each Site.
“Intellectual Property Rights” means, on a worldwide basis, any and all intellectual property, industrial or
proprietary rights (by whatever name or term known or designated) and all intellectual property relating thereto
arising under law, equity, contract, license or otherwise, whether or not filed, perfected, registered or recorded
and whether now or later existing, filed, issued or acquired, including, without limitation: (a) works of
authorship, copyrights, moral rights and mask-works; (b) trademarks, trade names, service marks and service
names, corporate names, business names, brand names, trade dress, logos, mottos, Internet domain names and
certification marks, and all goodwill associated with any of the foregoing items; (c) trade secrets under
applicable law and other rights in know-how and confidential or proprietary information; (d) patents,
inventions, designs, algorithms and other industrial property rights; (e) all tangible and/or intangible
embodiments of any of the foregoing, in any form and in any media now know or hereafter devised; (f) all
registrations, applications, renewals, reissues, re-examinations, extensions, continuations, continuations-in-
part, provisionals, divisions or reissues thereof now or hereafter in force throughout the universe (including,
without limitation, rights in any of the foregoing); and (g) any and all lawsuits, actions, proceeding and claims
(whether past, present or future) arising from or related to any of the foregoing.
“Program Funds” means funds provided by State Grants.
“Site” means, individually and collectively, as the context may require, each location as set forth on Exhibit
A-1.
“Site Host” means the real property owner or lessee of a Site if other than the Operator.
“State Authority” means any state or regulatory department, commission, institution, entity, service utility,
board, agency or authority, each having jurisdiction over a State Grant.
“State Grants” means those EV infrastructure deployment grants, including all addendums, amendments,
exhibits and attachments thereto, issued by an applicable State Authority to ChargePoint.
“Substantial Completion” means the completion of all permitted work pursuant to any applicable local
municipality’s inspection process in connection with a Site.
2. STATE GRANT ADMINISTRATION.
2.1 State Grants. In connection with the development of the Sites, ChargePoint has received or may be
eligible to receive, Program Funds from State Authorities pursuant to State Grants. State Grants applicable to
each Site are set forth on Exhibit A-1 and State Grants are referenced in Exhibit A-2. All of the terms,
conditions and requirements of the State Grants are fully incorporated herein by reference and shall, in all
cases with respect to the subject matter therein apply to the Operator equally as if Operator was a recipient
under the State Grant, as applicable.
2.2 State Grants. Operator acknowledges and agrees that ChargePoint is the prime recipient of the State
Grants and Program Funds from the State Authorities and that ChargePoint will oversee all administration of
the State Grants. ChargePoint will be solely responsible for all State Grant administrative activities, including
but not limited to (i) negotiating and executing any agreement and any required amendments to the State
Grants with any State Authority, as applicable, (ii) being solely responsible for all communications with the
applicable State Authority in respect of the State Grants (iii), overseeing State Grant implementation to ensure
all applicable scopes of work are completed and conducted in compliance with the applicable State Grant
terms and conditions, (iv) producing or collecting deliverables required by the State Grants and providing all
such deliverables to the applicable State Authorities, (v) seeking reimbursement or refunds for any Program
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Reimbursement Amounts and (vi) participating and facilitating audits as may be required from time to time
by the State Authorities. Operator covenants and agrees to provide any and all information, documentation, or
support as reasonably requested by ChargePoint which is within the possession of or reasonably accessible to
Operator in connection with the administration of any State Grant during the term when any State Grant
imposes any obligations on ChargePoint with respect to the Sites (the “Commitment Period”)
3. APPLICABLE PROGRAM COMPLIANCE.
3.1 Applicable Programs. Operator acknowledges and agrees that its ownership, control and operation of
Charging Equipment at each Site is subject in all respects to the terms, conditions and requirements of each
Applicable Program. Operator acknowledges and agrees it has received, reviewed and is familiar with all the
terms, conditions and requirements of each State Grant and Operator shall own, control and operate any
Charging Equipment at each Site in conformance with all obligations under such State Grants and shall not
take any action in violation, breach or in contravention of any terms of the Applicable Programs.
3.2 Restrictions. Operator acknowledges and agrees that pursuant to the restrictions imposed on the Sites
by the Applicable Programs, Operator may be limited or restricted from using the Charging Stations or Sites
other than in full compliance with the Applicable Programs, including, but not limited to, restrictions that may
relate to branding requirements; construction and Site Design requirements; public accessibility standards or
applicable laws; Charging Stations performance requirements, including pricing fees or charges for the use of
the Charging Equipment, EV standards or EV connector types; and any other requirement, deliverable or term
as required by any State Authority or the Applicable Programs. Operator acknowledges and agrees that
Operator shall be exclusively responsible for all Grant Implementation Costs necessary for it to comply with
any rules, regulations, terms, conditions or obligations imposed by any Applicable Program or State Authority
at each Site. Attached hereto as Exhibit B is a non-exclusive list of restrictions, covenants and obligations that
may be imposed on Operator in connection with the operation of the Charging Equipment and use of the Sites
pursuant to the Applicable Programs.
3.3 Cloud and Assure Plans. Operator covenants and agrees that it shall separately execute, purchase and
maintain a Cloud Plan and Assure Plan for all Charging Stations maintained at any Sites during the applicable
Commitment Period. Operator further covenants and agrees to maintain all Charging Stations at each Site on
the ChargePoint Network during the applicable Commitment Period for each State Grant. Operator
acknowledges and agrees any Cloud Plans or Assure Plans obtained and subject to this Section 3.3 may not
be canceled or terminated for any reason, with or without cause.
3.4 Operations. In addition to any obligations imposed on Operator pursuant to the State Grants, Operator
covenants and agrees to keep all Charging Stations installed at any Site in a manner and in locations that make
each available for access and use by the general public twenty-four (24) hours per day, seven (7) days a week
and in all respect in full compliance with each applicable State Grant.
3.5 Data Sharing. Operator acknowledges and agrees that, as a condition to the State Grants, ChargePoint
may be obligated to share information about, or generated from, the Charging Stations, the Sites or maintained
by ChargePoint on the ChargePoint Network related to the Charging Stations (the “Charging Information”)
with the federal government or State Authorities as required or requested pursuant to the terms of the State
Grants. Operator hereby acknowledges and agrees that ChargePoint is authorized to share, provide and transfer
any and all Charging Information required by an Applicable Program or as requested by any federal
government authority or State Authority. Operator further acknowledges and agrees that ChargePoint is not
responsible for, nor has any authority with respect to, the privacy practices or use of the Charging Information
by any of the federal government or any State Authority, including whether any such Charging Information
may be made public. ChargePoint retains all Intellectual Property Rights to any Charging Information as set
forth in any applicable Cloud Plan. Attached hereto as Exhibit C is a non-exclusive list of data elements that
may be included in the Charging Information and shared with the federal government or State Authorities
pursuant to the Applicable Programs as such may be amended or updated from time to time.
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3.6 Insurance. Operator shall obtain and maintain in full force and effect all insurance coverages required
to be maintained by ChargePoint under any of the State Grants during the Commitment Period as if Operator
was a recipient of the State Grants. Each of the aforementioned insurance policies shall contain a provision
providing a waiver of the insurer's right to subrogation. Each Party hereby waives all rights of subrogation
against the other with respect to any insurance policies maintained pursuant to this Section 3.6.
3.7 Ownership. Operator covenants and agrees to own and maintain the Charging Equipment at each
applicable Site for the entire Commitment Period. Operator covenants not to sell, remove, assign, or otherwise
transfer the Charging Equipment to any third-party during the Commitment Period without prior written
consent of (i) ChargePoint and (ii) each State Authority, as applicable. Pursuant to the provisions of this
Agreement, the State Grants, and any other applicable agreement, if Operator attempts to remove, assign, sell
or otherwise transfers the Charging Equipment to any third-party prior to the end of the Commitment Period
in violation of the preceding sentence, in addition to any other rights or remedies in favor of ChargePoint
hereunder, Operator acknowledged and agrees it shall be liable to ChargePoint for the remedies as set forth in
Section 12.4.1.
4. TRANSFER OF CHARGING STATIONS; PAYMENT OBLIGATIONS;
REIMBURSEMENT
4.1 Transfer, Shipment and Delivery. ChargePoint shall deliver the Charging Stations to each Site at the
address identified on Exhibit A-1 and Operator shall pay for the cost of all shipment, delivery and applicable
taxes with respect to the Charging Stations. Ownership, title and risk of loss to the Charging Stations shall
pass to Operator upon activation of the Charging Stations on the ChargePoint Network. ChargePoint shall
promptly ensure that new equipment is promptly acquired to replace any equipment lost or damaged prior to
activation, except to the extent arising from the negligence or willful misconduct of Operator. If Operator
desires expedited shipment terms, Operator shall be responsible for all additional delivery charges.
4.2 Payment Schedule. Operator shall pay ChargePoint the Contribution Costs in the amounts and
pursuant to the schedule provided on Exhibit D. “Contribution Costs” means the Equipment Installation Costs
(as defined below), the costs of the Charging Stations, applicable the Cloud Plan subscriptions and Assure
Plan subscription, and any other costs associated with the shipment, installation and operation of the Charging
Equipment. All Contribution Costs, including, without limitation, any increase to such Contribution Costs as
a result of approved Change Orders pursuant to Section 5.4, shall be due and payable as set forth on Exhibit
D and in any event, net thirty (30) days from the date of invoice by ChargePoint.
4.3 Reimbursement; Timely Payment. Operator acknowledges and agrees that State Grants may
reimburse the Program Reimbursement Amounts (as defined below) and that ChargePoint shall be eligible to
retain all Program Reimbursement Amounts and Operator shall have no right or claim to any Program
Reimbursement Amounts. Operator further acknowledges that its failure to pay ChargePoint, in accordance
with this Section 4, shall constitute an “Event of Default” of this Agreement, provided however, ChargePoint
may, at its sole option upon ten (10) calendar days’ prior written notice to Operator, cover a portion of the
Operator’s Contribution Costs and Operator shall be fully liable to ChargePoint for such Contribution Costs,
plus an additional 10% of such Contribution Costs in addition to any collection fees, including attorneys’ fees,
which shall be due and payable net thirty (30) days from the date of invoice by ChargePoint.
5. INSTALLATION
5.1 Site Development Management. Operator hereby selects and appoints ChargePoint as Operator’s
development manager for all purposes in connection with the installation of the Charging Equipment at each
applicable Site (“Development Management”). ChargePoint will select, contract with and manage a general
contractor with an A- General Engineering Contractor or B- General Building Contractor license in good
standing from the Contractors State Licensing Board (“Installer”), who may use properly licensed specialty
subcontractors to install the Charging Equipment at each applicable Site. The Installer shall perform and/or
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hire vendors and subcontractors to perform (i) all installation and electrical make-ready of the Charging
Equipment, (ii) Site preparation, trenching, repaving, and landscaping directly related to the installation of the
Charging Equipment, including any and all permitting requirements (iii) installation of any signage, and (iv)
any other construction, preparation or installation work necessary or related to any of the foregoing,
(collectively “Equipment Installation”). The Equipment Installation is a Public Project under Labor Code
Section 1720. The Installer shall also perform and/or hire vendors and subcontractors to perform Site Design,
engineering and permitting services. Unless specifically agreed to in writing by ChargePoint in advance, only
the Installer may perform Equipment Installation. ChargePoint shall enter into any agreements as necessary
with the Installer in connection with the Equipment Installation, provided that, subject to Operator’s
reasonable review (which shall not exceed five (5) business days), such contracts shall include, at minimum,
commercially reasonable warranty, indemnification, and insurance obligations, as applicable. Upon
Operator’s written request, ChargePoint shall provide a copy of the executed agreement with Installer.
Operator acknowledges and agrees that all Equipment Installation shall be performed pursuant to and subject
to the State Grant requirements and ChargePoint shall exclusively manage and direct the Installer so that the
Equipment Installation is performed in accordance with the timing, requirements and conditions of the
applicable State Grants. A non-exclusive list of ChargePoint responsibilities under this Agreement in
connection with the Development Management is set forth on Exhibit E. Operator acknowledges and agrees
that ChargePoint’s obligation with respect to the Development Management is to use commercially reasonable
efforts to cause the Equipment Installation to be completed in accordance with the Site Design and within the
time schedule set forth in the Agreement with the Installer, but that ChargePoint shall not be deemed to have
given any guaranty or warranty that any of the foregoing can be accomplished and shall not be liable for the
errors, omissions or breaches of contract by any other party providing goods or services in connection with
the Equipment Installation, including the Installer. ChargePoint, however, shall promptly notify Operator
when it reasonably anticipates that the Equipment Installation cannot be completed. Operator shall allow
utility upgrades on site, including individual metering of the Charging Stations. Operator agrees to reasonably
cooperate in the facilitation of the provision of electricity and any other utilities necessary to operate the
Charging Equipment, including by granting (for property owned by Operator) or consenting to the granting of
(for property leased by Operator) appropriate easements to local utility providers within 30 days of
ChargePoint’s request. ChargePoint does not have any responsibility or liability for interruption, curtailment,
failure, or defect in the supply or character of utilities furnished to facilities or equipment located in any Site.
5.2 Installation Costs. The State Grant shall provide a set amount intended to reimburse the eligible costs
associated with the Charging Equipment, Site Design, and selected Equipment Installation costs (the
“Equipment Installation Costs”) as set forth on Exhibit D (the “Program Reimbursement Amounts”).
ChargePoint shall provide estimated Site Design costs and Equipment Installation Costs as set forth on Exhibit
D as of the Effective Date, provided however, such estimated Site Design costs and Equipment Installation
Costs may be subject to change as a result of final bids received by Installers and approved Change Orders in
accordance with Section 5.4. Notwithstanding the estimated Contribution Costs as set forth on Exhibit D,
Operator shall be responsible for all Charging Equipment, Site Design costs, Equipment Installation Costs and
Grant Implementation Costs in excess of the Program Reimbursement Amounts, in accordance with Sections
4.2 and 4.3, and all such amounts shall be due and payable by Operator within thirty (30) days of demand
thereof.
5.3 Site Design Review. ChargePoint may provide Operator with designs, drawings, plans, specifications,
reports, bids, proposals, construction schedules and other information related to the development of applicable
Sites (collectively, the “Site Designs”). To the extent Operator is requested or required to review or approve
any Site Designs by ChargePoint, Operator shall provide such review or approval within a commercially
reasonable time, which in no event shall be longer than ten (10) business days after request by ChargePoint.
Failure by Operator to comment or approve any Site Designs in accordance with the preceding sentence shall
be deemed approval of such Site Designs as submitted by ChargePoint. Further, Operator covenants and agrees
to provide commercially reasonable assistance, and any and all information Operator may have or obtain in
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connection with the Sites, for the purpose of the Site Designs or Equipment Installation and ChargePoint shall
be entitled to rely upon the accuracy and completeness of any such information provided. ChargePoint shall
be responsible for scheduling all Equipment Installation activities. Such Equipment Installation schedule shall
be binding unless Operator provides at least twenty (20) business days’ prior written notice of any need to
reschedule. ChargePoint will use commercially reasonable efforts to provide at least two (2) business days’
prior written notice of any need to reschedule such Equipment Installation. Operator and ChargePoint shall
work together in good faith to enable timely Equipment Installation schedules and meet all applicable State
Grant performance or installation requirements and associated deadlines. Operator acknowledges and agrees
that the Site Design and Equipment Installation is subject to the terms of the State Grants and Operator shall
be liable to maintain each Site in full conformance with the terms of the State Grants in addition to all
applicable federal, state, and local electrical and building codes for construction, including applicable
accessibility requirements.
5.4 Change Orders. After commencing Equipment Installation, the Installer may identify a need for
additions, deletions, or revisions required for successful Equipment Installation. Such changes shall be
provided as a written change order (“Change Order”), itemized and signed by Installer. If such Change Order
increases or decreases the Equipment Installation Costs beyond the applicable Program Reimbursement
Amount, ChargePoint shall submit such Change Order to Operator and if Operator does not reject such Change
Order within five (5) business days thereof, such Change Order will be deemed approved by Operator. If
Operator rejects a Change Order, such rejection shall indicate with specificity the reasons for rejection,
provided however, if such Change Order is required in order to comply with any applicable State Grant
requirement, such Change Order may not be rejected by Operator. ChargePoint and Operator agree to confer
in good faith to review any rejected Change Order to resolve any bona fide dispute within ten (10) calendar
days after such Change Order is rejected by Operator. Pursuant to Section 5.2, Operator shall pay for all
approved, non-rejected or required Change Order costs in addition to previously agreed Equipment Installation
Costs.
5.5 Site Access. Operator shall provide or secure for ChargePoint, the Installer and their respective
representatives and subcontractors a right of entry and access at the Sites as needed by ChargePoint and the
Installer and necessary in order for ChargePoint and the Installer to perform Equipment Installation and any
related tasks under this Agreement. In the event that the Operator does not own or control an applicable Site,
Operator shall obtain permission from the Site Host for a right of entry as needed by ChargePoint, the Installer,
and their respective representatives and subcontractors to perform the work under this Agreement.
6. INTELLECTUAL PROPERTY. Notwithstanding anything to the contrary herein, as between
ChargePoint and Operator, ChargePoint shall retain all ownership of all Intellectual Property Rights in the
Charging Stations. Except for the rights expressly granted herein, nothing in this Agreement shall convey,
license, or otherwise transfer any right, title, or interest in any Intellectual Property Rights or other proprietary
rights held by ChargePoint or Operator. Each Party reserves all rights not specifically granted to the other
Party under this Agreement, and no licenses or other rights to Intellectual Property Rights are granted by
implication, estoppel or otherwise.
7. CONFIDENTIALITY.
7.1 Non-Disclosure. The Parties acknowledge that they will have access to certain non-public information
and materials concerning each other’s business and products that are confidential and of substantial value to
the disclosing Party (the “Confidential Information”), which would be impaired if such Confidential
Information was disclosed to third parties. The Parties agree that the terms and conditions of this Agreement
are the Confidential Information of each Party. Each Party agrees that it will not use such Confidential
Information of the other Party, except in performance of this Agreement or disclose such Confidential
Information to third parties except as required by applicable law, including the California Public Records Act,
and provided the receiving Party uses reasonable efforts to give the disclosing Party reasonable notice of such
required disclosure. Each Party will also take every reasonable precaution to protect the Confidential
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Information of the other Party. For purposes of the foregoing obligations, Confidential Information does not
include information that (i) was rightfully known to the receiving Party prior to its receipt, (ii) is or becomes
publicly available without breach of this Agreement or wrongful act of the receiving Party, (iii) is received by
receiving Party without an obligation of confidentiality and without breach of this Agreement, or (iv) is
developed independently by the receiving Party without using Confidential Information of the disclosing
Party. The Parties acknowledge and agree that this Section 7 shall not apply to any information, including
Charging Information, this Agreement or any Exhibit hereto, that ChargePoint is obligated to requested to
provide to any third party, including any State Authorities, pursuant to the State Grants.
8. REPRESENTATONS AND WARRANTIES. Each Party hereby represents and warrants to the
other that:
8.1 Each Party is duly organized, validly existing and in good standing under the laws of the jurisdiction
of its formation and has all requisite power and authority to execute, deliver and perform its obligations under
this Agreement.
8.2 The execution, delivery and performance by each Party of this Agreement have been duly authorized
by all necessary corporate action, and do not and will not require any further consents or approvals which have
not been obtained, or materially violate any provision of any applicable law or the State Grant.
8.3 There are no material actions or proceedings pending or, to each Party’s knowledge, threatened before
any court or agency or any material outstanding unsatisfied judgment that will have a material adverse effect
on such Party’s ability to perform its obligations hereunder.
8.4 Neither Party is insolvent, has not filed or had filed against it a petition in bankruptcy, has not made
an assignment for the benefit of creditors or otherwise had a receiver or trustee appointed with respect to its
properties or affairs and has not incurred any obligations or liabilities, contingent or otherwise, which would
cause it to become insolvent.
8.5 This Agreement is the legal, valid and binding obligation of each Party, enforceable against such party
in accordance with its terms and applicable law except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium and other laws affecting creditors’ rights in general and except to the
extent that the availability of equitable remedies is subject to the discretion of the court before which any
proceeding therefor may be brought.
9. INDEMNIFICATION.
9.1 Indemnification. Each Party and its Affiliates (the “Indemnifying Party”) hereby agrees to indemnify,
defend and hold harmless the other Party and its Affiliates and its and their respective employees, officers,
directors, and agents (the “Indemnified Parties”) from and against any and all third party claims, actions,
proceedings, costs, liabilities, damages, losses and expenses (including, but not limited to, reasonable
outside attorneys’ fees and costs) (collectively, “Claims”) suffered or incurred by such Indemnified Parties
resulting from or arising out of (i) any breach of any representation or covenant contained in this Agreement
by the Indemnifying Party, (ii) any act or omissions by an Indemnifying Party in connection with, relating to,
or resulting from any violation or breach of the terms, conditions rules or regulations of any Applicable
Program, (iii) any fines or penalties arising from a violation of applicable laws or any Applicable Program by
the Indemnifying Party, (iv) grossly negligent or tortious acts, errors, or omissions by the Indemnifying Party,
or (v) intentional acts or willful misconduct, in each case by or of the Indemnifying Party, excepting only such
Claims to the extent caused by the willful misconduct or gross negligence of the Indemnified Party;
9.2 Indemnification Procedure. An Indemnified Party will promptly notify in writing the Indemnifying
Party of the Claim, provided that a Indemnified Party’s failure to promptly notify the Indemnifying Party shall
not release, waive or otherwise affect the Indemnifying Party of its indemnification obligations hereunder,
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except to the extent that such failure prevents the Indemnifying Party from defending the Claim. The
Indemnifying Party, on behalf of the Indemnified Party, shall have the right to elect to assume control over
the defense of the Claim with counsel reasonably acceptable to the Indemnified Party, provided that the costs
and expenses incurred by the Indemnified Party in connection with such defense (including reasonable outside
attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the
Indemnifying Party. In the event of a conflict of interest between the Indemnifying Party and the Indemnified
Party as to the defense of any Claim for which indemnification is required hereunder, the Indemnified Party
may engage counsel of its own choice to participate in the defense of such Claim (which counsel shall be
reasonably satisfactory to the Indemnifying Party) at the expense of the Indemnifying Party. The
Indemnifying Party shall not, without the Indemnified Party’s prior written consent, settle a Claim if such
settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or
admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the
part of the Indemnified Party. Each such settlement shall include a full and unconditional release of the
Indemnified Party. If an Indemnifying Party fails to promptly defend the Claim, the Indemnified Party shall
have the right to defend the Claim at the Indemnifying Party’s sole cost and expense.
10. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES; LIMITATION OF
LIABILITY.
(A) REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS
ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL EITHER PARTY BE LIABLE
FOR ANY LOST REVENUE OR PROFIT, LOST OR DAMAGED DATA, BUSINESS
INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL,
INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE
THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO
USE THE CHARGEPOINT NETWORK, ANY CHARGEPOINT SERVICES, ABILITY TO USE
ANY SITE, THIS AGREEMENT, A STATE GRANT OR RECEIPT OF RIGHTS OR
OTHERWISE OR BASED ON ANY EXPRESSED, IMPLIED OR CLAIMED WARRANTIES
NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT.
(B) THE PARTIES ACKNOWLEDGE AND AGREE THAT:
I. THE AGGREGATE TOTAL LIABIITY FOR CHARGEPOINT HEREUNDER, INCLUDING
ANY INDEMNIFICATION OBLIGATIONS AND DEFENSE OF ANY AND ALL CLAIMS ON THE
PART OF CHARGEPOINT, SHALL NOT EXCEED THE VALUE OF ALL AMOUNTS PAID (OR
PAYABLE) TO CHARGEPOINT BY OPERATOR UNDER THIS AGREEMENT IN THE PREVIOUS
TWELVE MONTHS FROM THE DATE THAT A CAUSE OF ACTION GIVING RISE TO SUCH
LIABILITY ARISES, PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION OF LIABILITY
SHALL NOT APPLY TO ANY LIABILITY OF CHARGEPOINT DUE TO ANY FRAUD, GROSS
NEGLIGENCE, OR WILLFUL MISCONDUCT ON THE PART OF CHARGEPOINT
II. THE AGGREGATE TOTAL LIABILITY FOR OPERATOR HEREUNDER, INCLUDING
INDEMNIFICATION OBLIGATIONS AND DEFENSE OF ANY AND ALL CLAIMS ON THE PART OF
OPERATOR, SHALL NOT EXCEED THE CONTRIBUTION COST REQUIRED OF OPERATOR
UNDER EXHIBIT D, PROVIDED THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT
APPLY TO ANY LIABILITY OF OPERATOR DUE TO (A) ANY FRAUD, GROSS NEGLIGENCE, OR
WILLFUL MISCONDUCT ON THE PART OF OPERATOR, AND (B) ANY PROGRAM PENALTY (AS
DEFINED IN SECTION 12.4.1).
11. DISCLAIMER.
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EXCEPT FOR THOSE TASKS REQUIRED UNDER TASK 4 IN THE CALIFORNIA ENERGY
COMMISSION GRANT #ARV-22-007 SCOPE OF WORK THAT ARE PERFORMED BY
CHARGEPOINT UNDER THE ASSURE PLAN AND EXCLUDED FROM THE FOLLOWING
DISCLAIMERS, CHARGEPOINT MAKES NO WARRANTY WITH RESPECT TO THE
PERFORMANCE OF THE CHARGING STATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY
OR OTHERWISE. CHARGEPOINT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF
THIRD-PARTY RIGHTS BY THE CHARGING STATIONS, MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE. CHARGEPOINT DOES NOT WARRANT UNINTERRUPTED OR ERROR
FREE OPERATION OF CHARGING STATIONS.
ALL SERVICES PROVIDED HEREUNDER ARE ON AN “AS IS” AND “AS AVAILABLE” BASIS. NO
OTHER CHARGEPOINT REPRESENTATION, WARRANTY, PROMISE OR GUARANTEE OF ANY
KIND, EITHER EXPRESS OR IMPLIED, IS INCLUDED OR INTENDED BY THIS AGREEMENT OR
IN ANY PROPOSAL, CONTRACT, REPORT, STATEMENT OF WORK OR OTHER DOCUMENT IN
CONNECTION WITH THE SERVICES THAT IS PROVIDED BY CHARGEPOINT, AND
CHARGEPOINT SPECIFICALLY DISCLAIMS ALL OTHER SUCH WARRANTIES, INCLUDING THE
WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR
PURPOSE OR USE AND COMPLIANCE WITH ANY FEDERAL, STATE, AND LOCAL
ENVIRONMENTAL PROTECTION, POLLUTION, HEALTH AND SAFETY OR LAND USE LAWS,
RULES, REGULATIONS, ORDINANCES, ORDERS, REQUIREMENTS OR COMMON LAW AND
REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING.
12. TERM AND TERMINATION.
12.1 Term. This Agreement shall commence on the Effective Date and continue until the end of the last
Commitment Period. Notwithstanding the foregoing however, in the event the State Grant applicable to a Site
is cancelled, terminated, or the State Authority fails to approve any Site for inclusion or participation in any
State Grant, all provisions in this Agreement related to administration of such State Grants as set forth in
Section 2 and Section 3 for such Site shall immediately be cancelled and terminated with respect to such Site,
provided however, that Operator shall remain obligated for all payments to ChargePoint upon request of any
amounts due and owning under this Agreement with respect to such Site and Operator shall remain liable for
payment in full of any such amounts notwithstanding anything to the contrary herein.
12.2 Termination for Breach. “Event of Default” shall mean any of the following: (i) monetary default
under this Agreement by Operator, which default is not cured within 5 days after written notice by
ChargePoint, (ii) non-monetary default under this Agreement by Operator, which default is not cured within
30 days after written notice by ChargePoint, and (iii) any breach of any provision of this Agreement by
Operator which is a violation of applicable laws. Upon the occurrence of an Event of Default, then, in addition
to any other applicable remedies hereunder, ChargePoint shall have the right upon notice to immediately
terminate this Agreement upon written notice to Operator, without any further obligation or liability. Failure
of ChargePoint to immediately terminate this Agreement upon the occurrence of an Event of Default shall not
constitute a waiver of ChargePoint’s right to terminate. If Operator repeatedly breaches any of its obligations
under this Agreement, whether or not (i) the effect thereof could reasonably be considered material or (ii) such
repeated breaches were cured, then ChargePoint may, by giving notice to Operator, terminate this Agreement
as of the termination date specified in such notice without regard to any applicable cure period.
12.3 Termination for Insolvency. At the option of the non-insolvent Party, this Agreement shall terminate
immediately if the other Party: (a) admits in writing its insolvency or its inability to pay its debts generally as
they become due; (b) files a petition or answer seeking reorganization or liquidation under any provision of
any federal or state bankruptcy or insolvency laws; (c) makes an assignment for the benefit of creditors; (d)
consents to the appointment of a receiver for all or any substantial part of its assets; (e) has a petition in
10 ChargePoint Confidential Information
bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof;
(f) has an order, judgment or decree appointing a receiver for all or any substantial part of such Party’s assets
entered against it by a court of competent jurisdiction; or (g) has all or any substantial part of its assets become
subject to the custody or control of a court of competent jurisdiction under the provisions of any other law for
the relief or aid of debtors and such custody or control is not terminated or stayed within sixty (60) days from
the date of the court’s assumption of such custody or control. The occurrence of any of the events described
in the immediately preceding sentence shall also constitute a material breach of this Agreement.
12.4 Remedies.
12.4.1 In the event of any termination of this Agreement pursuant to Section 12.2 or 12.3, prior to
the occurrence of the end of the last Commitment Period, in addition to any other remedies
available to ChargePoint hereunder, including any remedies as set forth in Section 9, Operator
shall be obligated to pay to ChargePoint an amount equal to the aggregate of the Program
Reimbursement Amounts for each Site still subject to any Commitment Period (the “Program
Penalty”). The Parties agree the Program Penalty is fair and reasonable, considering the
damages that ChargePoint would sustain as a result of Operator’s failure to adhere to the
restrictions as set forth in Section 3, and the Program Penalty is agreed upon and fixed as
liquidated damages, and not as a penalty, because of the difficulty of ascertaining the exact
amount of damages that ChargePoint would sustain as the result of Operators breach of its
obligations as set forth in Section 3. The application of any Program Penalty hereunder shall
be assessed, determined and calculated on a Site-by-Site basis.
12.5 Survival. Those provisions dealing with Intellectual Property Rights, limitations of liability and
disclaimers, governing 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 regardless of the
termination of this Agreement. The termination of this Agreement will not relieve either Party of any liability
under this Agreement that accrued before such termination.
13. GENERAL
13.1 Assignment. Neither Party may assign, delegate, or transfer this Agreement or any of its rights or
duties hereunder, without the prior written consent of the other Party. Any attempted assignment or delegation
in violation of this section shall be void. The provisions of this Agreement shall be binding upon and inure to
the benefit of the Parties, their successors and permitted assigns. Notwithstanding the foregoing, either Party
may assign its rights and duties hereunder in connection with a merger, acquisition, stock sale, or sale of all
or substantially all of its assets (a “Change of Control”); provided however, the forgoing shall only apply to
Operator in the event the third-party acquiring Operator in connection with any such Change of Control
assumes, in writing, all the rights and obligations of Operator hereunder prior to the consummation of such
Change of Control.
13.2 Counterparts. This Agreement may be executed in one or more counterparts, including by electronic
signature or email delivery, each of which shall be deemed an original, but all of which, taken together, shall
constitute but one and the same document.
13.3 Entire Agreement. This Agreement and the Exhibits constitute the entire agreement between the
Parties regarding the subject matter hereof and supersedes and replaces any prior or contemporaneous
agreements, understandings and negotiations regarding the same between the Parties and all past dealings or
industry customs.
13.4 Force Majeure. “Force Majeure” means any act of God, fire, natural disaster, earthquake, accident,
act of government, or an act that is beyond the reasonable control of either Party. Neither Party will be deemed
in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach
11 ChargePoint Confidential Information
are delayed or prevented by reason of Force Majeure, provided that such Party gives the other Party written
notice thereof promptly and, in any event, within thirty (30) days after discovery thereof and uses its best
efforts continue to so perform or cure. In the event of Force Majeure, the time for performance or cure will
be extended for a period equal to the duration of the Force Majeure.
13.5 Governing Law. This Agreement shall be governed by the laws of the State of California (other than
its conflicts of law principles). The Parties hereby consent to the exclusive jurisdiction of and venue in the
federal and/or state courts located in Sonoma County, California.
13.6 Independent Contractors. In performing their respective duties under this Agreement, each of the
Parties will be operating as an independent contractor. Nothing contained herein will in any way constitute
any association, partnership, or joint venture between the Parties, or be construed to evidence the intention of
the Parties to establish any such relationship. Neither Party will have the power to bind the other Party or
incur obligations on the other Party’s behalf without the other Party’s prior written consent.
13.7 Notices. Any required or permitted notices hereunder must be given in writing at the address of each
Party set forth below, or to such other address as either Party may substitute by written notice to the other in
the manner contemplated herein, by one of the following methods: hand delivery; registered, express, or
certified mail, return receipt requested, postage prepaid; nationally-recognized private express courier; or
electronic mail (e-mail) with confirmation of delivery (provided if sent by e-mail, such notice is also sent
within one (1) Business day by one of the other methods set forth in this Section 13.7). Notices will be deemed
given on the date received.
ChargePoint: Operator:
ChargePoint, Inc. City of Ukiah, Electric Department
240 East Hacienda Ave. 300 Seminary Ave.
Campbell, Ca. 95008-6918 Ukiah, CA. 954582
Attn: General Counsel Attn: Sage Sangiacomo
Email: cplegal@chargepoint.com Email: ssangiacomo@cityofukiah.com
13.8 Severability. If any term or provision of this Agreement is determined by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full
force and effect.
13.9 Modification and Waiver. This Agreement may not be modified except by a written agreement signed
by both ChargePoint and Operator. The failure of a Party to insist on strict performance of any provision of
this Agreement does not constitute a waiver of, or estoppel against asserting, the right to require performance
in the future. A waiver or estoppel given in any one instance does not constitute a waiver or estoppel with
respect to a later obligation or breach.
13.10 Headings. The headings and captions are included for reference purposes only and do not affect the
interpretation of the provisions hereof.
13.11 Publicity. Neither Party may make press releases or other public announcements relating to the
subject matter of this Agreement without the prior written consent of the other Party.
13.12 Drafting. The Parties have participated jointly in the negotiation and drafting of this Agreement. If
an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by the Parties, and no presumption or burden of proof shall arise favoring either Party by virtue of the
authorship of any of the provisions of this Agreement.
12 ChargePoint Confidential Information
[Remainder of Page Intentionally Left Blank]
13 ChargePoint Confidential Information
IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the Effective Date by
their duly authorized representatives.
CHARGEPOINT, INC. THE CITY OF UKIAH
Signature: Signature:
Name: Name: Sage Sangiacomo
Title: Title: City Manager
Date: ____________________________ Date: ____________________________
Sep 16, 2024
14 ChargePoint Confidential Information
EXHIBIT A-1
State Grant Site
California Energy Commission Rural Electric
Vehicle Charging Grant #ARV-22-007 (“CEC
REV Grant”)
Downtown Ukiah Parking Lot - 289 North Main
Street, Ukiah, CA, 95482; APN: 002-192-01
CEC REV Grant Anton Stadium - 558 Park Blvd, Ukiah, CA 95482
CEC REV Grant Ukiah Skate Park - 1043 Low Gap Rd, Ukiah, CA
95482
15 ChargePoint Confidential Information
EXHIBIT A-2
State Grants
Operator acknowledges and agrees it has received and reviewed the State Grant ARV-22-007 between
ChargePoint, Inc. and California Energy Commission (“CEC”) made effective on 1/25/23 (“CEC REV
Grant”).
16 ChargePoint Confidential Information
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EXHIBIT B
State Grant Specific Restrictions
B-1: State Grant Specific Restrictions for CEC REV Grant.
1. Commitment Period. Operator shall keep the Charging Equipment operational and connected to the
ChargePoint Network, and make the Charging Equipment accessible to the public, clear of snow,
and well-lit, twenty-four (24) hours a day for three hundred sixty-five (365) days a year, for a period
of five (5) years commencing on the date the Charging Equipment is made available for charging.
2. Pricing Policy Operator acknowledges and agrees that the purpose of any fees charged by Operator
for use of the Charging Equipment by drivers (“Charging Fees”) is to make a reasonable rate of return
on Operator’s capital investment and operational expenses, including electricity costs. The Charging
Fees shall be comparable to other public charging fees in the area near the applicable Site.
Publicity
1. Publicity. ChargePoint will collaborate with an outreach partner to host an event to educate the public
about the new Charging Stations. If requested by ChargePoint, Operator shall allow one publicity
event at a Site at a mutually-agreed upon date and time. ChargePoint may post social media
announcements, blogs or images about the Charging Stations.
2. Publishing Charger Locations. Operator shall permit ChargePoint to display the Charging Equipment
on its online map of publicly available charging locations. The location of the Charging Equipment
may also be published on other online platforms such as Google Maps, Apple Maps, PlugShare and
the U.S. Department of Energy’s Alternative Fuels Data Center.
Weights and Measures Regulations
1. Charging Equipment Registration. Operator shall register Charging Equipment with the
applicable county government within three (3) business days of Substantial Completion and
ongoing as needed to meet the requirements of the California Business and Professional Code,
Division 5 "Weights and Measures", Chapter 5.5, Article 2. Operator shall be responsible for any
costs associated with such registration.
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EXHIBIT C
Non-Exclusive List of Charging Information required by State Grants
C-1: Non-Exclusive List of Charging Information required by CEC REV Grant.
Data may be reported in aggregate or at the individual Site level, individual charging port level, individual
charging session level, or other level of granularity.
o Site address
o Location type, such as street, parking lot, hotel, restaurant, or multi-unit housing
o Charging station identifier
o Charging port identifier
o Construction drawings
o Permits
o Final inspection cards
o As-built Drawings
o Utility interconnection information
o Easements
o Photographs of Site(s)
o Costs of Site acquisition, Charging Equipment acquisition and installation, distributed
energy resource acquisition and installation, utility distribution and system upgrades, utility
service
o Total cost per charger, the subsidy from the CEC per charger, federal subsidy per charger,
utility subsidy per charger, and privately funded share per charger.
o Name and address of entities involved with installation, operation or maintenance of
chargers; participation status of these entities in any state or local business opportunity
certification programs
o Distributed energy resource installed capacity, in kW or kWh as appropriate, of asset by
type (e.g., stationary battery, solar, etc.)
o Current and planned use of renewable energy at the facility
o Energy efficiency measures used in the facility that may exceed Title 24 standards in Part 6
of the California Code Regulations.
o Data on potential job creation, economic development, and increased state revenue as a
result of expected future expansion.
o Other information created, shared or developed pursuant to the Installation of Charging
Equipment
o Applicable price for charging, including but not limited to: electric utility tariff, electric
vehicle service provider (EVSP) service contract, or public charger price.
o Number, type, date, and location of chargers installed
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o Nameplate capacity of the installed equipment, in kW for chargers
o Number and type of outlets per charger
o Number of charging sessions
o Charging session start and end times
o Duration of charging session
o Duration of active charging
o Charging session error codes
o Energy dispensed (kWh)
o Peak or average power by port (kW)
o Pricing policies
o Payment method
o Driver fees collected
o Energy delivered back to grid or facility if a bidirectional charging use case (kWh)
o Normal operating hours and charging station port uptime, downtime, and explanations of
variations
o Duration of each outage
o Maintenance and repair cost per charging station
o Types of vehicles using the charging equipment
o Connector types used
o Gallons of gasoline and/or diesel fuel displaced
o Greenhouse gas emissions reduced
o Quantified estimate of the project’s carbon intensity values for life-cycle greenhouse gas
emissions.
o Other data collected by ChargePoint’s Network associated with usage of Charging
Equipment
EXHIBIT D
Contribution Costs, Payment Schedule and Payment Terms
D-1: Contribution Costs, Payment Schedule and Payment Terms for CEC REV Grant.
Contribution Costs
20 ChargePoint Confidential Information
Site Name: Downtown Ukiah Parking Lot
Site Address: 289 North Main Street, Ukiah, CA, 95482
Cost
Category Itemized Costs Quantity Contribution
Cost ($)(2)
Program
Reimbursement
Amount ($)(1)
Charging
Stations
EXPP-PL202X1BC-6A1S1-
6A1S 1 $46,900.00 $0.00
Charging
Stations
EXPP-PL202X1BC-6A1S1-
2A3S1 1 $44,500.00 $0.00
Charging
Stations EXPP-PB1000-350A-PD 4 $171,140.00 $0.00
Charging
Stations EXPP-PM-40KW 20 $100,000.00 $100,000.00
Charging
Stations CP6021B-50A-L5.5 1 $8,500.00 $0.00
Charging
Stations
Sales Tax on ChargePoint
Hardware (8.88%)(2) N/A $41,828.35 $0.00
Cloud Plan CPCLD-ENTERPRISE-
EXPP-5 4 $27,000.00 $0.00
Cloud Plan CPCLD-ENTERPRISE-5 2 $4,320.00 $0.00
Assure Plan EXPP-PL2000-DUAL-
ASSURE-5 2 $19,900.00 $0.00
Assure Plan EXPP-BLOCK-ASSURE-5 4 $116,000.00 $0.00
Assure Plan CP6000-ASSURE-5 1 $1,700.00 $0.00
Miscellaneous Signage 6 $390.00 $0.00
Shipping Shipping 1 $1,400.00 $0.00
Site Design Site Design 1 $0.00 $17,000.00
Permits Permits 1 $2,500.00 $0.00
Equipment
Installation Site Installation 1 $0.00 $289,720.60
Equipment
Installation Utility Interconnection 1 $0.00 $69,059.22
Equipment
Installation
EXPP-PL2000-
COMMISSIONING 2 $1,700.00 $0.00
Equipment
Installation
EXPP-BLOCK-
COMMISSIONING 4 $6,800.00 $0.00
Equipment
Installation CPSUPPORT-ACTIVE 3 $1,047.00 $0.00
Site Total N/A N/A $595,625.35 $475,779.82
(1) Amounts are estimated and subject to repayment terms under the applicable State Grant.
(2) Amounts are estimated and subject to change.
Site Name: Anton Stadium
Site Address: 558 Park Blvd, Ukiah, CA 95482
21 ChargePoint Confidential Information
Cost Category Itemized Costs Quantity Contribution
Cost ($)(2)
Program
Reimbursement
Amount ($)(1)
Charging
Stations CP6021B-50A-L5.5 3 $25,500.00 $0.00
Charging
Stations
Sales Tax on
ChargePoint Hardware
(8.88%)(2)
N/A $2,264.40 $0.00
Cloud Plan CPCLD-
ENTERPRISE-5 6 $12,960.00 $0.00
Assure Plan CP6000-ASSURE-5 3 $5,100.00 $0.00
Miscellaneous Signage 6 $390.00 $0.00
Shipping Shipping 3 $1,200.00 $0.00
Site Design Site Design 1 $0.00 $11,000.00
Permits Permits 1 $1,500.00 $0.00
Equipment
Installation Site Installation 1 $0.00 $73,882.51
Equipment
Installation Utility Interconnection 1 $0.00 $41,756.51
Equipment
Installation
CPSUPPORT-
ACTIVE 3 $1,047.00 $0.00
Site Total N/A N/A $49,961.40 $126,639.02
(1) Amounts are estimated and subject to repayment terms under the applicable State Grant.
(2) Amounts are estimated and subject to change.
Site Name: Ukiah Skate Park
Site Address: 1043 Low Gap Rd, Ukiah, CA 95482
Cost Category Itemized Costs Quantity Contribution
Cost ($)(2)
Program
Reimbursement
Amount ($)(1)
Charging Stations CP6021B-50A-L5.5 3 $25,500.00 $0.00
Charging Stations
Sales Tax on
ChargePoint Hardware
(8.88%)(2)
N/A $2,264.40 $0.00
Cloud Plan CPCLD-
ENTERPRISE-5 6 $12,960.00 $0.00
Assure Plan CP6000-ASSURE-5 3 $5,100.00 $0.00
Miscellaneous Signage 6 $390.00 $0.00
Shipping Shipping 3 $1,200.00 $0.00
Site Design Site Design 1 $0.00 $11,000.00
Permits Permits 1 $1,500.00 $0.00
Equipment
Installation Site Installation 1 $0.00 $58,689.64
22 ChargePoint Confidential Information
Equipment
Installation Utility Interconnection 1 $0.00 $42,638.31
Equipment
Installation CPSUPPORT-ACTIVE 3 $1,047.00 $0.00
Site Total N/A N/A $49,961.40 $112,327.95
(1) Amounts are estimated and subject to repayment terms under the applicable State Grant.
(2) Amounts are estimated and subject to change.
Contribution Cost ($)(2) Program Reimbursement Amount ($)(1)
Total for all Sites $695,548.15 $714,746.79
(1) Amounts are estimated and subject to repayment terms under the applicable State Grant.
(2) Amounts are estimated and subject to change.
Payment Schedule and Terms
Cost Category Invoice Date or Milestone Payment Terms
Charging Stations On an individual Site basis, 100% of
Charging Station costs invoiced upon
shipping.
Net 30 days from
invoice
Cloud Plan On an individual Site basis, 100% of
Cloud Plan costs invoiced upon
Substantial Completion.
Net 30 days from
invoice
Assure Plan On an individual Site basis, 100% of
Assure Plan costs invoiced upon
Substantial Completion.
Net 30 days from
invoice
Miscellaneous On an individual Site basis, 100% of
Miscellaneous costs invoiced upon
shipping
Net 30 days from
invoice
Shipping On an individual Site basis, 100% of
Shipping costs invoiced upon shipping
Net 30 days from
invoice
Site Design and Permits Upon Effective Date, 100% of Site
Design and Permit costs invoiced.
Net 30 days from
invoice
Equipment Installation On an individual Site basis, 80% of
Equipment Installation Costs (including
Site Installation, Utility Interconnection,
Power Link Commissioning, Power
Block Commissioning, and Station
Activation) invoiced 45 days prior to
Commencement of Construction. 20%
of Equipment Installation Costs,
plus/minus any change orders invoiced
upon Substantial Completion.
Net 30 days from
invoice
23 ChargePoint Confidential Information
24 ChargePoint Confidential Information
EXHIBIT E
List ChargePoint responsibilities for Development Management services
ChargePoint may perform one or more of the following activities in the role of Development Manager.
ChargePoint may engage one or more qualified contractors to perform these tasks.
1. Utility Application
a. Due Diligence: Determine whether the existing electrical service is sufficient, or a new
electrical service is required, by comparing the charger Site layout and power needs with the
facility electrical drawings and photos of electrical panels.
b. New Service Support: If new or increased electrical service is required, engage the relevant
utility to determine availability of electrical grid capacity, correct service voltage, potential
lead times for utility design and new electrical service construction, estimated fees (if
applicable), and contractor responsibilities.
c. Utility Application: Assist the Operator in completing any utility application.
2. On-site Technical Assessment
a. Site Due Diligence: Assessment of on-site electrical equipment including switchgear, utility
service and point of interconnection.
b. Map of Site Conditions: Draft a map of Site conditions including ADA and AHJ
requirements, location of switchgear, utility service, interconnections, and transformers.
c. Topographical map: Topographical heat map and slope readings of parking areas
surrounding desired charging equipment locations where legally permissible.
3. Contractor Procurement
a. Bid Package Development: Create standardized bid package including Construction
Contract that contains provisions required by and requires the contractor to comply with
prevailing wage requirements in Part 7 of the California Labor Code and implementing
regulations, Site design requirements, equipment specifications and timelines. Invite
qualified contractors to bid process.
b. Award: Evaluate and compare bids from contractors.
c. Pricing & Scope Negotiation: Negotiate pricing and scope for the final contract with the
selected contractor (“Installer”).
d. Execute Installer Contract: Execute contract with the Installer, to include any relevant flow-
down requirements from State Grants.
4. Design and Permitting
a. Design: Prepare construction drawings, including electrical single-line diagram.
b. Permitting: Confirm Installer secures necessary permits from AHJ.
5. Construction Management
a. Project Coordination: Manage construction kick-off meeting; Regularly scheduled
coordination meetings with contractor and Operator based on agreed-on cadence; Maintain
running punch list of outstanding construction actions; Manage and track schedules;
Manage issues which may impact the schedule or the budget; Track project costs; Analyze
and evaluate Installer change orders
b. Construction Management: Coordinate with Installer on procurement of long lead time
equipment (switchgear, transformers, EVSE, etc.); Permitting Coordination with contractor;
Virtual inspections with Installer/Operator-supplied images; On-site rough inspection visit
before trench backfill and wiring, if needed; Manage logistics of ChargePoint Charging
Station delivery; Coordinate with Installer to schedule utility upgrades and energization;
25 ChargePoint Confidential Information
Project management installation and commissioning of ChargePoint charging stations;
Work with Installer to ensure final punch list is completed and project passes final
inspection by the AHJ; Coordination of close-out and transfer of Electric Vehicle Charging
Equipment ownership.
CONTRACT No.:
SUBMITTED BY: Date:
PERSON/COMPANY:
PROJECT NAME:
City Council Approval: Date:
Agenda Item No.:
Budget No(s):
Revenue Contract: Grant:
Expiration Date:
Please attach:
• Sourcing method and justification (attach documentation if necessary)
• Post meeting staff report showing approval
• Documentation or description showing funding
• Insurance Documents
ADDITIONAL COMMENTS:
CONTRACT INFORMATION
2425-107
Cindy Sauers 9/5/24
ChargePoint, Inc.
CEC-ChargePoint_REV Grant Participation Agreement
9/4/24
8.b.
N/A
EV Charging Stations Project
ChargePoint will manage grant through the California Energy Commission (CEC).
4