HomeMy WebLinkAboutbocc.con.011.248/30/2021 CDD
Contract Information
Contract Number
Project Name
Contractor
Budget Line Item 40451510.572000
15017100.572000
Procurement Method:
Type:
Contract Start Date
Contract End Date
Contract Type
Retainage
If this is a new contractor, please enter the New Vendor information into Munis for workflow approval.
Contact Information:
Department
County Representative Matt Bergstresser County Representative
Phone (970) 920-5394
Provide a brief description of the Contract or Change Order:
Contract Value Summary:
$ 329,292.00
$ -
$ -
$ 329,292.00
Fleet
Electric vehicle charger purchase for the Airport and Public Works departments.
Original Contract Amount
Previous Change Order/Amendment Amount
This Change order/Amendment amount
Contract Total
No
EV Charger Purchase for Airport & Public Works
National Car Charging
$ 187,166.00
Additional Budget Line
Item(s)
(Please fully allocate New Contract Total)
$ 142,126.00
$ -
$ -
$ 329,292.00
Outside Agency
Goods, Equipment, Supplies
10/31/2024
2/28/2025
New Contract
011.24
Pitkin County
Procurement Cover Sheet
Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed.
Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement
Rev. 2018-10-10 btf
Note: Every effort should be made to obtain a written contract when otherwise required under County procedures. When a contract is obtained, complete the Procurement Cover
Sheet and send the original signed contract with coversheet to Procurement office for archiving.
OUTSIDE AGENCY BID MEMORANDUM
TO: File
FROM: Matt Bergstresser, Fleet Manager RE: EV Charger Purchase for Airport & Public Works
DATE: October 31, 2024
OUTSIDE AGENCY BID
At the procurement officer’s discretion, a contract may be awarded for a property, service, or construction item on the terms and to the contractor that has been selected under the State of Colorado's or other governmental jurisdiction’s competitive procurement process. The other jurisdiction’s process must maintain the spirit of the County’s procurement standards in order
for the proposal to be accepted by the County (Pitkin County Procurement Code section 3-106.) Contract #: 011.24
Budget Line Item #: 40451510.572000 & 15017100.572000 Budget: $329,292.00 Description of Project: Electric vehicle chargers
Outside Agency Procurement process used (Describe briefly the governmental agency whose bid you are using and the terms and conditions of the resulting contract. Include a copy of the outside agency bid in your file.): State of Colorado Price Agreement, Contract #142318
Contractor Contacted: National Car Charging LLC _________________________________________________
!#DEPARTMENT REPRESENTATIVE#! Date COUNTY MANAGER:
________________________________________________ !#COUNTY MANAGER#! Date
Nov-01-2024
Matt Bergstresser
Fleet Manager
Rich Englehart
Nov-12-2024
Deputy County Manager
Contract # 011.24 Revision: 2018-10-10 btf
Budget Line Item # 40451510.572000 & 15017100.572000
1
PITKIN COUNTY CONTRACT FOR THE PURCHASE OF GOODS
THIS CONTRACT, made October 31, 2024 by and between the Board of County
Commissioners of Pitkin County, Colorado, 530 E. Main St., Suite #302, Aspen, CO 81611,
(hereinafter called the “County”) and National Car Charging LLC, 209 Kalamath St., Ste. 4,
Denver, CO 80223 (hereinafter called the “Vendor”) to perform the following work: Electronic
Vehicle Charger Purchase for Airport and Public Works (“Project”).
I. Goods Purchased. Vendor shall provide County with the goods described in the
attached Vendor Estimate #6248 (“Attachment A”) and Estimate # 8158 (“Attachment
B”) and such goods shall conform to the stated description and any Technical
Specifications attached to this contract.
II. Delivery of Goods. Goods, together with all warranties, guarantees, manuals,
support information and notice of any extended warranties, shall be delivered by
Vendor to the County at the following place and time:
Place: 76 Service Center Rd., Aspen CO 81611, or as otherwise agreed to
by Vendor and County Representative (Matt Bergstresser)
Date: No later than December 31, 2024, or as otherwise agreed to by
Vendor and County Representative
III. Risk of Loss. At all times prior to delivery and County’s acceptance of the goods,
Vendor shall bear any and all risk of loss of or damage to the goods. During such period,
Vendor shall insure the goods for loss or damage in amounts and under appropriate
terms.
IV. Time is of the Essence. Vendor acknowledges that time is of the essence for the
delivery of goods.
V. Liquidated Damages. Vendor hereby agrees to be responsible to County for
liquidated damages for failure to deliver goods on time, (for delay and not as Penalty)
in the amount of Zero dollars and Zero cents ($0.00) per calendar day for each day or
part of a day that goods are not delivered on the date and time established in accordance
with this contract. The parties agree that the stated sum is a reasonable forecast of fair
Contract # 011.24 Revision: 2018-10-10 btf
Budget Line Item # 40451510.572000 & 15017100.572000
2
compensation for the anticipated damages for delay and that they genuinely intend to
liquidate such damages. Any such damages are to be deducted from purchase price.
VI. Acceptance of Goods. Delivery of goods shall be complete only upon acceptance
by County. County shall have two (2) days for inspection of goods. At delivery and
after inspection and acceptance, Vendor shall tender a Bill of Sale to the goods, together
with any and all other documents evidencing such ownership and title to the goods.
The goods shall be delivered to County free and clear of any liens, claims or
encumbrances, and Vendor shall warrant the same, which warranty shall survive
closing of this contract.
VII. Rejection of Goods. If goods are not delivered according to the specifications and
descriptions of this contract, County may reject goods. Upon Failure of Vendor to
deliver goods, County may terminate this contract or declare Vendor to be in default
and pursue remedies contained in this contract.
VIII. Warranty and Repairs.
A. Delivery of Warranty. Upon delivery of the goods, Vendor shall simultaneously
tender to County all warranties, guarantees, manuals and other documents specified
by the contract documents or in possession of Vendor.
B. Terms of Warranty and Repair. The Vendor hereby warrants that for the applicable
period of time outlined in Attachments A and B and/or the attached State of
Colorado Contract (“Attachment C”), whichever is longer, after goods are
accepted, Vendor will, at Vendor’s own expense, without any cost to the County,
replace all defective parts and make any repairs to the goods that may be required
or made necessary by reason of defective material or workmanship. Where
practicable, warranty repairs are to be made in the field; however, in the event of
major repairs, the goods may be transported to Vendor’s facility at no cost to the
County.
C. Extended Warranties. In addition to the above, the County may avail itself of the
Vendor’s standard and/or extended warranties. The Vendor shall offer to the
County any extended warranties, which may be available from the manufacturer at
the time of delivery, or any subsequent extended warranties, for which the County
may be eligible, which become available thereafter. The County is under no
obligation to accept and pay for these extended warranties however.
IX. Payment. Full payment shall occur upon acceptance of goods delivered in compliance
with this contract. In consideration of delivery and acceptance of the goods to County
in accordance with this contract, County shall pay Vendor, and Vendor agrees to accept
as its full and only compensation, the stated sum of Three Hundred Twenty-Six
Thousand Two Hundred Ninety-Two dollars and Zero cents ($326,292.00), but any
payment by the County may be offset by any amount the Vendor owes the County for
any reason.
Contract # 011.24 Revision: 2018-10-10 btf
Budget Line Item # 40451510.572000 & 15017100.572000
3
X. Termination Prior to Expiration of Contract Term. County has the right to
terminate this contract, with or without cause, by giving written notice to the Vendor
of such termination and specifying the effective date thereof.
XI. County’s Remedies Upon Default of Vendor. Whenever Vendor shall default in
performance of this contract in accordance with its terms, County shall be entitled to
suit for damages, specific performance or other relief in law or equity.
XII. Assignability. This contract is not assignable by either party. Any use of
subcontractors by the Vendor for performance of this contract must be accepted in
writing by the County.
XIII. Severability. In the event that any provision of this contract shall be held to be
invalid or unenforceable, the remaining provisions of this contract shall remain valid
and binding upon the parties hereto.
XIV. Integration and Modification. This contract represents the entire and integrated
contract between the County and Vendor and supersedes all prior negotiations,
representations, or contract, either written or oral. This contract may be amended only
by written contract signed by both the County and Vendor.
XV. Exemptions. All purchases of construction or building or any other materials for
this contract shall not include Federal Excise Taxes or Colorado State or local sales or
use taxes. Pitkin County is exempt from such taxes under registration numbers 98-
02624 and 84-78000-5K.
XVI. Contract Made in Colorado. The parties agree that this contract was made in
accordance with the laws of the State of Colorado and shall be so construed. Venue is
agreed to be exclusively in the courts of Pitkin County, Colorado.
XVII. Attorney’s Fees. In the event that legal action is necessary to enforce any of the
provisions of this contract, the substantially prevailing party shall be entitled to its costs
and reasonable attorney’s fees.
XVIII. Governmental Immunity. Vendor agrees and understands that the County is relying on
and does not waive, by any provision of this contract, the monetary limitations or terms
(presently $150,000 per person and $600,000 per occurrence) or any other rights,
immunities, and protections provided by the Colorado Governmental Immunity Act,
C.R.S. § 24-10-101, et seq., as from time to time amended, or otherwise available to
the County or any of its officers, agents or employees. Further, nothing in this contract
shall be construed or interpreted to require or provide for indemnification of the Vendor
by the County for any injury to any person or any property damage whatsoever which
Contract # 011.24 Revision: 2018-10-10 btf
Budget Line Item # 40451510.572000 & 15017100.572000
4
is caused by the negligence or other misconduct of the County or its agent or
employees.
XIX. Current Year Obligations. The parties acknowledge and agree that any payments
provided for hereunder or requirements for future appropriations shall constitute only
currently budgeted expenditures of Pitkin County as County. Pitkin County’s
obligations under this contract are subject to Pitkin County’s annual right to budget and
appropriate the sums necessary to provide the services set forth herein. No provisions
of the contract shall constitute a mandatory charge or requirement in any ensuing fiscal
year beyond the then current fiscal year of Pitkin County. No provision of the contract
shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt
or other financial obligation of Pitkin County within the meaning of any constitutional
or statutory debt limitation. This contract shall not directly or indirectly obligate Pitkin
County to make any payments beyond those appropriated for Pitkin County’s then
current fiscal year. No provisions of this contract shall be construed to pledge or create
a lien on any class or source of Pitkin County’s moneys, nor shall any provision of this
contract restrict the future issuance of Pitkin County’s bonds or any obligations payable
from any class or source of Pitkin County’s money.
XX. Notice. Any notice required or permitted under this Agreement shall be in writing
and shall be provided by electronic delivery to the e-mail addresses set forth below and
by one of the following methods 1) hand-delivery or 2) registered or certified mail,
postage pre-paid to the mailing addresses set forth below. Each party by notice sent
under this paragraph may change the address to which future notices should be sent.
Electronic delivery of notices shall be considered delivered upon receipt of
confirmation of delivery on the part of the sender. Nothing contained herein shall be
construed to preclude personal service of any notice in the manner prescribed for
personal service of a summons or other legal process.
To Pitkin County: Matt Bergstresser
76 Service Center Rd Aspen, CO 81611 Email: matt.bergstresser@pitkincounty.com
with copies to: Pitkin County Attorney’s Office
530 E. Main St., Suite #301
Aspen, Colorado 81611 Email: Attorney@pitkincounty.com To Contractor:
National Car Charging, LLC
209 Kalamath St., Ste. E Denver, CO 90223 Phone: 866-996-6387 x 700 Email: jburness@nationalcarcharging.com
Contract # 011.24 Revision: 2018-10-10 btf
Budget Line Item # 40451510.572000 & 15017100.572000
5
IN WITNESS WHEREOF, the parties have executed this Contract as of the date first set out herein above. NATIONAL CAR CHARGING, LLC ________________________________________________ !#VENDOR SIGNATURE#! Date
PITKIN COUNTY, COLORADO RECOMMENDED FOR APPROVAL:
_________________________________________________ !#DEPARTMENT REPRESENTATIVE#! Date DIRECTOR APPROVAL:
________________________________________________ !#SECTION LEADER#! Date
COUNTY MANAGER APPROVAL:
________________________________________________ !#COUNTY MANAGER#! Date
Nov-01-2024
Matt Bergstresser
Fleet Manager
Brian Pettet
Nov-01-2024
Public Works Director
CEO/GM
Jim Burness
Nov-08-2024
Rich Englehart
Deputy County Manager
Nov-12-2024
CONFIDENTIAL
National Car Charging LLC
209 Kalamath St., Ste. 4
Denver, CO 80223
(866) 996-6387
info@nationalcarcharging.com
www.nationalcarcharging.com
ADDRESS
Matt Bergstresser
Pitkin County
530 East Main Street
Aspen, CO 81611 US
SHIP TO
Matt Bergstresser
Pitkin County
76 Service Center Rd.
Aspen, CO 81611 US
ESTIMATE #6248
DATE 08/15/2024
EXPIRATION DATE 01/31/2025
SHIP VIA TRACKING NO.P.O. NUMBER SALES REP
Bestway TBD Express Plus - AOC RJH
ITEM QTY RATE AMOUNT
EXPP-PB1000-500A-PD
The Power Block is the physical enclosure for Power
Modules. A Power Block can hold up to 5 Power
Modules, Power Modules sold separately. EXPP-
BLOCK-500A-PD is rated for 500A. The Power Block
Mounting Kit (EXPP-BLOCK-CMT) is required but not
included.
State of Colorado Price Agreement #142318 Option
Contract Number #187976
1 23,393.00 23,393.00
EXPP-PB1000-CMT
Metal bracket required for proper alignment of
conduits and bolt locations for positioning CP Express
Power Block. Required for Power Block. Power Block
sold separately.
State of Colorado Price Agreement #142318 Option
Contract Number #187976
1 0.00 0.00
EXPP-PM-40KW
40 kW Power Module for use in Power Block
State of Colorado Price Agreement #142318 Option
Contract Number #187976
5 10,260.00 51,300.00
EXPP-BLOCK-COMMISSIONING
This service includes on-site validation of electrical
capacity, transformers, panels, breakers, wiring,
cellular coverage so that the station meets all
ChargePoint and local code requirements. 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 Plus Block.
1 1,436.00 1,436.00
pogg1,efba,202400003202
Attachment A
CONFIDENTIAL
ITEM QTY RATE AMOUNT
State of Colorado Price Agreement #142318 Option
Contract Number #187976
EXPP-BLOCK-ASSURE-5
5 prepaid year of ChargePoint Assure for EXPP-
BLOCK.
State of Colorado Price Agreement #142318 Option
Contract Number #187976
1 30,873.00 30,873.00
EXPP-PL202X1BC-6A1S1-6A1S1
Express Plus Power Link PL2000 series, North
America, DC Station, Simultaneous charging, 2x
CCS1 500A liquid cooled 4.5m cable, 2 Holsters,
2.4m Cable management kit, Pedestal, 200mm (8")
Touch Display, ChargePoint signage, Contactless
credit card and RFID reader, Cellular/WiFi, UL listed,
1 year warranty. Requires at least one Power Block
with Power Modules
1 46,900.00 46,900.00
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.
State of Colorado Price Agreement #142318 Option
Contract Number #187976
1 0.00 0.00
EXPP-PL2000-COMMISSIONING
This service includes on-site validation of electrical
capacity, customer-side transformers, panels,
breakers, wiring, cellular coverage so that the station
meets all ChargePoint and local code requirements.
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
Plus Power Link station.
1 1,500.00 1,500.00
CPCLD-FLEETENT-EXPP-5
5 year Fleet Enterprise Cloud Plan subscription/port.
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
2 5,186.00 10,372.00
CONFIDENTIAL
ITEM QTY RATE AMOUNT
energy reports.
State of Colorado Price Agreement #142318 Option
Contract Number #187976
CPSUPPORT-ACTIVE
Initial Station Activation & Configuration Service
includes activation of cloud services and configuration
of radio groups, custom groups, connections, access
control, visibility control, pricing, reports and alerts.
One time initial service per station.
State of Colorado Price Agreement #142318 Option
Contract Number #187976
1 332.00 332.00
EXPP-PL2000-DUAL-ASSURE-5
5 Year Prepaid ChargePoint Assure for the Dual
Cable EXPP-PL2000.
1 12,310.00 12,310.00
ChargePoint Self Install
All ChargePoint installations MUST be installed by
installers who have successfully completed the
mandatory ChargePoint certification course or
warranty may be voided and installation will not be
complete. $8,000/unit fee to complete installations not
successfully completed.
1 0.00 0.00
Terms and Conditions:
All estimates, quotes, and orders from National Car
Charging LLC and Aloha Charge are subject to the
Terms and Conditions found at
https://www.nationalcarcharging.com/terms-and-
conditions
SUBTOTAL 178,416.00
SHIPPING 5,750.00
TOTAL $184,166.00
Accepted By Accepted Date
PO# POGG1,EFBA,202400003202
08/27/2024
CONFIDENTIAL
National Car Charging LLC
209 Kalamath St., Ste. 4
Denver, CO 80223
(866) 996-6387
info@nationalcarcharging.com
www.nationalcarcharging.com
ADDRESS
Matt Bergstresser
Pitkin County
530 East Main Street
Aspen, CO 81611 US
SHIP TO
Matt Bergstresser
Pitkin County
76 Service Center Rd.
Aspen, CO 81611 US
ESTIMATE #8158
DATE 10/28/2024
EXPIRATION DATE 01/31/2025
SHIP VIA TRACKING NO.P.O. NUMBER SALES REP
Bestway TBD PW Liquid Cooled RJH
ITEM QTY RATE AMOUNT
EXPP-PB1000-500A-PD
The Power Block is the physical enclosure for Power
Modules. A Power Block can hold up to 5 Power
Modules, Power Modules sold separately. EXPP-
BLOCK-500A-PD is rated for 500A. The Power Block
Mounting Kit (EXPP-BLOCK-CMT) is required but not
included.
State of Colorado Price Agreement #142318 Option
Contract Number #187976
1 23,393.00 23,393.00
EXPP-PB1000-CMT
Metal bracket required for proper alignment of
conduits and bolt locations for positioning CP Express
Power Block. Required for Power Block. Power Block
sold separately.
State of Colorado Price Agreement #142318 Option
Contract Number #187976
1 0.00 0.00
EXPP-PM-40KW
40 kW Power Module for use in Power Block
State of Colorado Price Agreement #142318 Option
Contract Number #187976
1 10,260.00 10,260.00
EXPP-BLOCK-COMMISSIONING
This service includes on-site validation of electrical
capacity, transformers, panels, breakers, wiring,
cellular coverage so that the station meets all
ChargePoint and local code requirements. 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 Plus Block.
1 1,436.00 1,436.00
Attachment B
CONFIDENTIAL
ITEM QTY RATE AMOUNT
State of Colorado Price Agreement #142318 Option
Contract Number #187976
EXPP-BLOCK-ASSURE-5
5 prepaid year of ChargePoint Assure for EXPP-
BLOCK.
State of Colorado Price Agreement #142318 Option
Contract Number #187976
1 30,873.00 30,873.00
EXPP-PL202X1BC-6A1S1-6A1S1
Express Plus Power Link PL2000 series, North
America, DC Station, Simultaneous charging, 2x
CCS1 500A liquid cooled 4.5m cable, 2 Holsters,
2.4m Cable management kit, Pedestal, 200mm (8")
Touch Display, ChargePoint signage, Contactless
credit card and RFID reader, Cellular/WiFi, UL listed,
1 year warranty. Requires at least one Power Block
with Power Modules
1 46,900.00 46,900.00
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.
State of Colorado Price Agreement #142318 Option
Contract Number #187976
1 0.00 0.00
EXPP-PL2000-COMMISSIONING
This service includes on-site validation of electrical
capacity, customer-side transformers, panels,
breakers, wiring, cellular coverage so that the station
meets all ChargePoint and local code requirements.
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
Plus Power Link station.
1 1,500.00 1,500.00
CPCLD-FLEETENT-EXPP-5
5 year Fleet Enterprise Cloud Plan subscription/port.
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
2 5,186.00 10,372.00
CONFIDENTIAL
ITEM QTY RATE AMOUNT
energy reports.
State of Colorado Price Agreement #142318 Option
Contract Number #187976
CPSUPPORT-ACTIVE
Initial Station Activation & Configuration Service
includes activation of cloud services and configuration
of radio groups, custom groups, connections, access
control, visibility control, pricing, reports and alerts.
One time initial service per station.
State of Colorado Price Agreement #142318 Option
Contract Number #187976
1 332.00 332.00
EXPP-PL2000-DUAL-ASSURE-5
5 Year Prepaid ChargePoint Assure for the Dual
Cable EXPP-PL2000.
1 12,310.00 12,310.00
CT1000-CPCMF-CPFL00K
The ChargePoint RFID Fleet Card Kit includes 10
RFID Fleet Cards for charging fleet vehicles. Fleet
managers log into the admin portal to set up the fleet
cards and associate each card with a fleet vehicle.
The Card Kit enables managers to track and manage
all fleet vehicle charging within the admin portal. The
RFID Fleet Cards can be used at stations owned by
the organization or public ChargePoint stations.
State of Colorado Price Agreement #142318 Option
Contract Number #187976
2 0.00 0.00
ChargePoint Self Install
All ChargePoint installations MUST be installed by
installers who have successfully completed the
mandatory ChargePoint certification course or
warranty may be voided and installation will not be
complete. $8,000/unit fee to complete installations not
successfully completed.
1 0.00 0.00
Shipping 1 4,750.00 4,750.00
Terms and Conditions:
All estimates, quotes, and orders from National Car
Charging LLC and Aloha Charge are subject to the
Terms and Conditions found at
https://www.nationalcarcharging.com/terms-and-
conditions
TOTAL $142,126.00
Accepted By Matt Bergstresser Accepted Date 10/28/2024
Fleet Manager PO# POGG,EFBA,202400003202
Attachment C
Amendment Contract Number:CMS 164791 Page 1 of 3
STATE OF COLORADO PRICE AGREEMENT
AMENDMENT #1
SIGNATURE AND COVER PAGE
State Agency Department of Personnel and Administration, State Purchasing and Contracts Office
Original Contract Number 142318
Contractor National Car Charging LLC Amendment Contract Number 164791
Amendment Performance Beginning Date The Amendment Effective Date
Contract Expiration Date January 31, 2022
THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT Each person signing this Amendment represents and warrants that he or she is duly authorized to execute this Amendment and to bind the Party authorizing his or her signature.
CONTRACTOR National Car Charging LLC ______________________________________________ By: James Burness, CEO Date: _________________________
STATE OF COLORADO Jared Polis, Governor Department of Personnel and Administration, State Purchasing and Contracts Office Kara Veitch, Executive Director ______________________________________________ By: Sherri Maxwell, Chief Procurement Officer, or John Chapman, Sate Purchasing Manager Date: _________________________ In accordance with §24-30-202 C.R.S., this Amendment is not valid until signed and dated below by the State Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD By:___________________________________________ Amendment Effective Date:_____________________
DocuSign Envelope ID: 7C823AA1-DB8A-481E-AD6E-A04B813AA870
12/3/2020
12/4/2020
12/4/2020
Amendment Contract Number:CMS 164791 Page 2 of 3
1. PARTIES
This Amendment (the “Amendment”) to the Original Contract shown on the Signature and Cover Page for this Amendment (the “Contract”) is entered into by and between the Contractor, and the State.
2. TERMINOLOGY
Except as specifically modified by this Amendment, all terms used in this Amendment that are defined in the Contract shall be construed and interpreted in accordance with the Contract.
3. AMENDMENT EFFECTIVE DATE AND TERM
A. Amendment Effective Date
This Amendment shall not be valid or enforceable until the Amendment Effective Date
shown on the Signature and Cover Page for this Amendment. The State shall not be bound by any provision of this Amendment before that Amendment Effective Date, and shall have no obligation to pay Contractor for any Work performed or expense incurred under this Amendment either before or after of the Amendment term shown in §3.B of this Amendment.
B. Amendment Term
The Parties’ respective performances under this Amendment and the changes to the Contract contained herein shall commence on the Amendment Effective Date shown on the Signature and Cover Page for this Amendment.
4. PURPOSE
This amendment is to extend the contract and to add the ChargePoint Master Services and
Subscription Agreement (MSSA) as an exhibit to Price Agreement 142318.
5. MODIFICATIONS
The Contract and all prior amendments thereto, if any, are modified as follows:
A. Commencing on the Amendment Effective Date the term of the Contract is extended until January 31, 2022.
B. Commencing on the Amendment Effective Date the Exhibit F ChargePoint MSSA shall be in effect CMS Number 164693. The MSSA is the form that all Purchasing Entities buying under Price Agreement 142318 must accept in order to purchase ChargePoint Cloud Services. Contractor understands the MSSA is being provided for reference purposes and a MSSA will need to be executed between ChargePoint and the Purchasing Entity utilizing the Cloud
Services.
6. LIMITS OF EFFECT AND ORDER OF PRECEDENCE
This Amendment is incorporated by reference into the Contract, and the Contract and all prior amendments or other modifications to the Contract, if any, remain in full force and effect except as specifically modified in this Amendment. Except for the Special Provisions contained in the
Contract, in the event of any conflict, inconsistency, variance, or contradiction between the provisions of this Amendment and any of the provisions of the Contract or any prior modification to the Contract, the provisions of this Amendment shall in all respects supersede, govern, and control. The provisions of this Amendment shall only supersede, govern, and control over the
DocuSign Envelope ID: 7C823AA1-DB8A-481E-AD6E-A04B813AA870
Amendment Contract Number:CMS 164791 Page 3 of 3
Special Provisions contained in the Contract to the extent that this Amendment specifically modifies those Special Provisions.
DocuSign Envelope ID: 7C823AA1-DB8A-481E-AD6E-A04B813AA870
CMS 164693
State of Colorado Entities MSSA 11.17.20 Page 1 of 22
CHARGEPOINT®
MASTER SERVICES AND SUBSCRIPTION AGREEMENT
IMPORTANT: THIS MASTER SERVICES AND SUBSCRIPTION AGREEMENT (“AGREEMENT” OR
“CONTRACT”) IS A LEGAL AGREEMENT BETWEEN [ENTITY ENTERING INTO THE AGREEMENT WITH CPI],
an entity that has been authorized by the State of Colorado to place Orders with CPI, and may include,
without limitation, agencies of the State of Colorado, institution of higher education within the State of
Colorado, political subdivisions of the State of Colorado, authorized non-profit organizations and other
authorized entities (“SUBSCRIBER” OR “STATE”) AND CHARGEPOINT, INC., A DELAWARE CORPORATION
(“CPI” OR “CONTRACTOR”).
The Parties acknowledge that the CPl's software will contain a click-through agreement which is
integral to that product and will require the State to click "I agree" or some similar action before
using the software. The Parties expressly agree that only the terms of this Agreement will have any
effect whatsoever. Any click-through or similar agreement is void.
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
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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.
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 date this Agreement of the last signature below.
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.
“Rights” means the rights, authorizations, privileges, actions, information and settings within the
ChargePoint Services which a Rights Grantor grants to an Rights Grantee, to enable such Rights Grantee to
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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.
2.18 “Subscriber” means the______________________________.
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.
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 “Token(s)” means the serialized proof of purchase of a Cloud Plan that is used by CPI in
connection with enabling Services and/or provisioning Charging Stations.
2.25 “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 possesses, otherwise stores, processes or transmits on behalf of
Subscriber or for any impact, if any, on the security of Subscriber’s cardholder data environment.
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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
communications network or Internet service provider network necessary for the continued operation by
CPI of ChargePoint; (iv) availability of or interruption of the ChargePoint Network attributable to
unauthorized intrusions; and/or (v) charging stations that are not registered with and activated on the
ChargePoint Network.
4.3 CPI must use commercially reasonable efforts to document and maintain
adequate:
1. Network-based intrusion detection capabilities to ensure that attacks
against the front-tier of servers will be detected.
2. Network-based intrusion detection mechanisms which monitor servers
that transmit, store or process Sensitive PII as defined in §4.3, subsection 3.
3. First-level Firewalls (in front of the web servers) to protect the web servers
from attack.
For the purposes of this section “Sensitive PII” shall consist of any information regarding Subscriber or a
User, including: (a) personally identifying information that is explicitly defined as a regulated category of
data under any data privacy or data protection laws applicable to CPI; (b) non-public information, such as
a national identification number, passport number, social security number, or driver's license number;
and (c) financial information, such as a policy number, credit card number and/or bank account number.
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 take reasonable actions to
prevent, and shall be fully liable to CPI to the extent caused by Subscriber’s own negligence or willful misconduct
for, Subscriber’s 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
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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 purchase 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 or not currently leased by Subscriber without
proper authority, or in a manner that will block any easement or right of way.
5.3 CHARGEPOINT CARDS. Subscriber may be permitted by CPI, in CPI's sole discretion, to
obtain CPI-provisioned radio-frequency identification cards ("ChargePoint Cards") which enable the
individual card recipients to access and use ChargePoint. Subscriber may distribute such ChargePoint
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;
(b) deliberately 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) deliberately restrict or inhibit any other user from using and enjoying the ChargePoint
Services or any other CPI services;
(d) attempt to gain unauthorized access to the ChargePoint Network or the ChargePoint
Services or related systems or networks or any data contained therein, or access or use ChargePoint or
ChargePoint Services through any technology or means other than those provided or expressly authorized
by CPI;
(e) create any ChargePoint Services user account by automated means or under false or
fraudulent pretenses, or impersonate another person or entity on ChargePoint, or obtain or attempt to
obtain multiple keys for the same URL;
(f) reverse engineer, decompile or otherwise attempt to extract the source code of the
ChargePoint Services or any part thereof, or any Charging Station, except to the extent expressly
permitted or required by applicable law;
(g) create derivative works based on any CPI Property;
(h) remove, conceal or cover the CPI Marks or any other markings, labels, legends,
trademarks, or trade names installed or placed on the Charging Stations or any peripheral equipment for
use in connection with Subscriber’s Charging Stations;
(i) except as otherwise expressly permitted by this Agreement or in any applicable data
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sheet relating to a ChargePoint Service, copy, frame or mirror any part of the ChargePoint Services or
ChargePoint Content, other than copying or framing on Subscriber’s own intranets or otherwise solely for
Subscriber’s own internal business use and purposes;
(j) access ChargePoint, any ChargePoint Application or the ChargePoint Services for the
purpose of monitoring their availability, performance or functionality, or for any other benchmarking or
competitive purpose, or for any improper purpose whatsoever, including, without limitation, in order to
build a competitive product or service or copy any features, functions, interface, graphics or “look and
feel;”
(k) use any robot, spider, site search/retrieval application, or other device to retrieve or
index any portion of the ChargePoint Services or Content or collect information about ChargePoint users
for any unauthorized purpose;
(l) upload, transmit or introduce any Malicious Code to ChargePoint or ChargePoint
Services;
(m) use any of the ChargePoint Services if Subscriber is a person barred from such use
under the laws of the United States or of any other jurisdiction; or
(n) use the ChargePoint Services to upload, post, display, transmit or otherwise make
available (A) any inappropriate, defamatory, obscene, or unlawful content; (B) any content that infringes
any patent, trademark, copyright, trade secret or other proprietary right of any party; (C) any messages,
communication or other content that promotes pyramid schemes, chain letters, constitutes disruptive
commercial messages or advertisements, or is prohibited by applicable law, the Agreement or the
Documentation.
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) 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.
(c) Subscriber should exercise judgment in Subscriber’s use of the Content.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.
(d) 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, falsify or
delete any author attributions or labels of the origin or source of Content, or (iii) indicate or suggest that
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the Charging Station locations provided as part of the Content are anything other than ChargePoint®
Network Charging Stations.
(e) Subscriber shall not remove, obscure, or alter in any manner any proprietary rights
notices (including copyright and trademark notices), warnings, links or other notifications that appear in
the ChargePoint Service.
6. SUBSCRIPTION FEES AND PAYMENT TERMS.
6.1 SUBSCRIPTION FEES. Subscriber shall pay all Subscription Fees within forty-five (45) days
of its receipt of CPI’s invoice. All payments shall be made in U.S. Dollars by check, wire transfer, ACH
payment system or other means approved by CPI. Customer may not offset any amounts due to CPI
hereunder against amounts due to Customer under this Agreement or any other agreement. 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
percent (1.0%) per month or (ii) the maximum rate permitted by law. If any amount owing by Subscriber
under this Agreement is more than forty-five (45) days overdue, CPI may, without otherwise limiting CPI’s
rights or remedies, (a) terminate any contract entered into under the Agreement if after 15-days’ written
notice to the Subscriber any valid, outstanding invoices remain unpaid, (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 other than those set forth herein;
provided that CPI shall not exercise any such rights if Subscriber has reasonably disputed such charges and
is cooperating diligently in good faith to resolve the dispute.
7. INTELLECTUAL PROPERTY RIGHTS AND LICENSES.
7.1 CPI PROPERTY. As between CPI and Subscriber, CPI retains and reserves all right, title
and interest (including all related Intellectual Property Rights) in and to the CPI Property and any
improvements thereto. No rights are granted to Subscriber in the CPI Property hereunder except as
expressly set forth in this Agreement.
7.2 SUBSCRIBER PROPERTY. As between CPI and Subscriber, Subscriber retains and reserves
all right, title and interest (including all related Intellectual Property Rights) in and to (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 such use) to
the extent necessary for Subscriber to access, use and receive the ChargePoint Services as permitted
herein.
7.4 LIMITED LICENSE TO CPI. Subscriber hereby grants to CPI a non-assignable, non-
transferable, and non-exclusive license to use the Subscriber Property solely in accordance with the terms
of this Agreement (including without limitation all limitations and restrictions on such use) to the extent
necessary for CPI to provide the ChargePoint Services. With Subscriber’s prior written consent, CPI may
utilize the Subscriber Marks to advertise that Subscriber is using the ChargePoint Services. With
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Subscriber’s prior written consent, the foregoing license includes a perpetual and irrevocable right of CPI
to reproduce, adapt, modify, translate, publicly perform, publicly display and distribute all Subscriber
Content and Services submitted, posted or displayed by Subscriber in the ChargePoint Services, solely for
the purpose of enabling CPI to operate, market and promote the ChargePoint Services, and to index and
serve such Subscriber Content and Services as search results through ChargePoint Services. CPI shall have
a royalty-free, worldwide, transferable, sublicensable, irrevocable perpetual license to use or incorporate
in the ChargePoint Services any suggestions, enhancement requests, recommendations or other feedback
provided by Subscriber or Subscriber Rights Grantees relating to the ChargePoint Services.
7.5 ADDITIONAL TERMS REGARDING CPI MARKS.
(a) USE LIMITATIONS. Subscriber shall display the CPI Marks in connection with
Subscriber Charging Stations as required in this Agreement during the term of Subscriber’s Cloud Plan.
Subscriber shall not use any of the CPI Marks for or with any products other than its Charging Stations.
From time to time, CPI may provide updated CPI Mark usage guidelines on the ChargePoint Application or
elsewhere in the Documentation, and 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
(ii) connection with the name of a business of Subscriber or its Affiliates;
(iii) 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; 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.
(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) 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.
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8. LIMITATIONS OF LIABILITY.
8.1 DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,
CHARGEPOINT AND THE CHARGEPOINT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR
SUBSCRIBER’S USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CPI DOES NOT WARRANT THAT (A)
SUBSCRIBER’S USE OF THE CHARGEPOINT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE
FROM ERROR, OR MEET SUBSCRIBER’S REQUIREMENTS; (B) ALL CONTENT AND OTHER INFORMATION
OBTAINED BY SUBSCRIBER FROM OR IN CONNECTION WITH THE CHARGEPOINT SERVICES WILL BE
ACCURATE AND RELIABLE; (C) ALL DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE CHARGEPOINT
SERVICES WILL BE CORRECTED. ALL CONTENT OBTAINED THROUGH THE CHARGEPOINT SERVICES IS
OBTAINED AT SUBSCRIBER’S OWN DISCRETION AND RISK, AND SUBSCRIBER WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO SUBSCRIBER’S COMPUTER SYSTEM OR OTHER DEVICE, LOSS OF DATA, OR ANY
OTHER DAMAGE OR INJURY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.
8.2 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. REGARDLESS OF WHETHER
ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL
CPI BE LIABLE FOR ANY LOST REVENUE OR PROFIT, LOST OR DAMAGED DATA, BUSINESS INTERRUPTION,
LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES,
HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE
USE OF OR INABILITY TO USE THE CHARGEPOINT NETWORK, ANY CHARGEPOINT SERVICES, THIS
AGREEMENT, A GRANT OR RECEIPT OF RIGHTS OR OTHERWISE OR BASED ON ANY EXPRESSED, IMPLIED
OR CLAIMED WARRANTIES BY SUBSCRIBER 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. Except for claims arising out of CPI’s negligence or willful
misconduct, CPI’s aggregate liability under this Agreement shall not exceed the greater of (i) aggregate
Subscription Fees paid by Subscriber to CPI in the twelve (12) calendar months prior to the event giving
rise to the liability or (ii) $25,000.
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 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 GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS, AND WILL
NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE CHARGEPOINT SERVICES.
8.6 ADDITIONAL RIGHTS. BECAUSE SOME STATES OR JURISDICITONS DO NOT ALLOW THE
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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
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 the earlier to occur of (i)
the date of Provisioning such new Charging Station, or (ii) one year from the date the Token(s) necessary
for Provisioning such new Charging Station is made available to Subscriber or its installer. Upon expiration
of the original term, this Agreement will renew automatically for successive one-year terms at the list
price applicable thereto, subject to increases (not to exceed 5% annually) 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. Renewals of
Cloud Plans will commence on the date of the expiration of the Subscription being renewed. All other
Cloud Plans will commence on the date of activation of such Cloud Plans, but in no event more than one
year after the date the Token(s) necessary for such activation is made available to Subscriber. Each
Subscriber Cloud Plan shall continue for the applicable duration thereof, unless this Agreement is
terminated earlier in accordance with its terms.
9.3 TERMINATION BY CPI.
(a) This Agreement may be immediately terminated by CPI: (i) if Subscriber is in material
breach of any of its obligations under this Agreement, and has not cured such breach within thirty (30)
days (or within fifteen (15) 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 that would cause stress on CPI’s
systems that it would affect other CPI customers as reasonably determined by CPI.
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9.4 TERMINATION BY SUBSCRIBER.
This Agreement may be immediately terminated by Subscriber without prejudice to any
other remedy of Subscriber at law or equity: (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. [RESERVED].
11. GENERAL.
11.1 AMENDMENT OR MODIFICATION. This Agreement may only be amended or modified
through an amendment to this Agreement signed by both Parties.
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 disaster (irrespective of such Party’s condition of any preparedness
therefore); war, embargo; riot; strike; labor action; any lawful order, decree, or other directive of any
government authority that prohibits a Party from performing its obligations under this Agreement;
material shortages; shortage of transport; and failures of suppliers to deliver material or components in
accordance with the terms of their contracts.
11.4 VENUE AND JURISDICTION. This Agreement is to be construed according to the laws of
the State of Colorado and venue shall be the courts in the city and County of Denver.
11.5 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 an environmental credit called a Renewable Identification Number (“RIN)” under
the Renewable Fuel Standard program. 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
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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.
11.6 NOTICES. Other than the notices required in Sections 11.5 and 11.6, any notice required
or permitted by this Agreement shall be sent (a) if by CPI, via electronic mail to the address indicated by
Subscriber in Subscriber’s ChargePoint Services account; or (b) if by Subscriber, via electronic mail to
mssa@chargepoint.com.
11.7 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.
11.8 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.
11.9 ASSIGNMENT. CPI may assign this Agreement or any of its rights or interests hereunder, or
delegate any of its obligations hereunder, to (i) any entity that directly or indirectly controls, is controlled by,
or is under common control with CPI, where “control” means the ownership of, or the power to vote, at
least twenty percent (20%) of the voting stock, shares or ownership interests of such entity, (ii) CPI’s
successor pursuant to a merger, reorganization, consolidation or sale, or (iii) an entity that acquires all or
substantially all of that portion of CPI’s assets or business for which Subscriber’s Charging Services were
acquired or are being used. Except as otherwise provided above, neither Party may assign any of its rights
or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of
the other Party (not to be unreasonably withheld). In the event of any purported assignment in breach of
this Section, the non-breaching Party shall be entitled, at its sole discretion, to terminate this Agreement
upon written notice. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the
parties, their respective successors and permitted assigns. Should it be determined that an assignee has
been debarred, suspended, or otherwise ineligible to contract with Subscriber , Subscriber may terminate
this Agreement without penalty.
11.10 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.
11.11 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, the 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
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documentation shall be incorporated into or form any part of this Agreement, and all such purported
terms and conditions shall be null and void.
11.12 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.
11.13 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 sites 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.
11.14 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.
11.15 ENGLISH LANGUAGE AGREEMENT GOVERNS. Where CPI has provided Subscriber with a
translation of the English language version of this Agreement, Subscriber agrees that the translation is
provided for Subscriber’s convenience only and that the English language version of this Agreement
governs Subscriber’s relationship with CPI. If there is any conflict between the English language version of
this Agreement and such translation, the English language version will prevail.
THE COLORADO SPECIAL PROVISIONS SHALL PREVAIL IN THE EVENT OF ANY CONFLICT IN TERMS.
1. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-1)
These Special Provisions apply to this Agreement except where noted in italics.
A. CONTROLLER'S APPROVAL. §24-30-202(1), C.R.S.
This Contract shall not be valid until it has been approved by the Colorado State Controller
or designee.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent
upon funds for that purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY.
No term or condition of this Contract shall be construed or interpreted as a waiver, express
or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the
Colorado Governmental Immunity Act, §24-10-101 et seq. C.R.S., or the Federal Tort Claims
Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b).
D. INDEPENDENT CONTRACTOR
CPI shall perform its duties hereunder as an independent contractor and not as an
employee. Neither CPI nor any agent or employee of CPI shall be deemed to be an agent or
employee of the State. CPI and its employees and agents are not entitled to unemployment
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insurance or workers compensation benefits through the State and the State shall not pay
for or otherwise provide such coverage for CPI or any of its agents or employees.
Unemployment insurance benefits will be available to CPI and its employees and agents
only if such coverage is made available by CPI or a third party. CPI shall pay when due all
applicable employment taxes and income taxes and local head taxes incurred pursuant to
this Contract. CPI shall not have authorization, express or implied, to bind the State to any
agreement, liability or understanding, except as expressly set forth herein. CPI shall (i)
provide and keep in force workers' compensation and unemployment compensation
insurance in the amounts required by law, (ii) provide proof thereof when requested by the
State, and (iii) be solely responsible for its acts and those of its employees and agents.
E. COMPLIANCE WITH LAW.
CPI shall strictly comply with all applicable federal and State laws, rules, and regulations in
effect or hereafter established, including, without limitation, laws applicable to
discrimination and unfair employment practices.
F. CHOICE OF LAW.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Contract. Any provision included or
incorporated herein by reference which conflicts with said laws, rules, and regulations shall
be null and void. Any provision incorporated herein by reference which purports to negate
this or any other Special Provision in whole or in part shall not be valid or enforceable or
available in any action at law, whether by way of complaint, defense, or otherwise. Any
provision rendered null and void by the operation of this provision shall not invalidate the
remainder of this Contract, to the extent capable of execution.
G. BINDING ARBITRATION PROHIBITED.
The State of Colorado does not agree to binding arbitration by any extra-judicial body or
person. Any provision to the contrary in this Contract or incorporated herein by reference
shall be null and void.
H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00.
State or other public funds payable under this Contract shall not be used for the acquisition,
operation, or maintenance of computer software in violation of federal copyright laws or
applicable licensing restrictions. CPI hereby certifies and warrants that, during the term of
this Contract and any extensions, CPI has and shall maintain in place appropriate systems
and controls to prevent such improper use of public funds. If the State determines that CPI
is in violation of this provision, the State may exercise any remedy available at law or in
equity or under this Contract, including, without limitation, immediate termination of this
Contract and any remedy consistent with federal copyright laws or applicable licensing
restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507,
C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or
beneficial interest whatsoever in the service or property described in this Contract. CPI has
no interest and shall not acquire any interest, direct or indirect, that would conflict in any
manner or degree with the performance of CPl's services and CPI shall not employ any
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person having such known interests.
J. VENDOR OFFSET. §§24-30-202(1) and 24-30-202.4, C.R.S.
(Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S.,
the State Controller may withhold payment under the State's vendor offset intercept
system for debts owed to State agencies for: (i) unpaid child support debts or child support
arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-
21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department
of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation
Fund; and (v) other unpaid debts owing to the State as a result of final agency determination
or judicial action.
K. Any term included in this Contract that requires the State to indemnify or hold CPI
harmless; requires the State to agree to binding arbitration; or that conflicts with this
provision in any way shall be void ab initio. Nothing in this Contract shall be construed as a
waiver of any provision of §24-106-109 C.R.S. Any term included in this Contract that limits
CPl's liability that is not void under this section shall apply only in excess of any insurance
to be maintained under this Contract, and no insurance policy shall be interpreted as being
subject to any limitations of liability of this Contract.
2. INSURANCE
Contractor shall obtain and maintain, and ensure that each subcontractor shall obtain and
maintain, insurance on an occurrence basis as specified in this section at all times during the term
of this Contract. If a policy is a claims made policy, it must be in place at all times during the term
of this contract and for two (2) years after the termination of this Agreement. All insurance
policies required by this Contract shall be issued by insurance companies as approved by the
State.
A. Workers' Compensation
Workers' compensation insurance as required by state statute, and employers' liability
insurance covering all Contractor or Subcontractor employees acting within the course and
scope of their employment.
B. General Liability
Commercial general liability insurance covering premises operations, fire damage,
independent contractors, products and completed operations, blanket contractual liability,
personal injury, and advertising liability with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any 1 fire.
C. Automobile Liability
N/A
D. Protected Information
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Liability insurance covering all loss of Payment Card Information or Tax Information, and
claims based on alleged violations of privacy rights through improper use or disclosure of
protected information with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $2,000,000 general aggregate.
E. Professional Liability Insurance
i. N/A
F. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
G. Additional Insured
The State shall be included as an additional insured on all commercial general liability
policies (leases and construction contracts require additional insured coverage for
completed operations) required of Contractor and Subcontractors.
H. Primacy of Coverage
Coverage required of Contractor and each Subcontractor shall be primary over any
insurance or self-insurance program carried by Contractor or the State.
I. Cancellation
The above insurance policies shall include provisions preventing cancellation or
non-renewal, except for cancellation based on non-payment of premiums, without at least
30 days prior notice to Contractor and Contractor shall forward such notice to the State
within 7 days of Contractor's receipt of such notice.
J. Subrogation Waiver
All insurance policies secured or maintained by Contractor or its Subcontractors in relation
to this Contract shall include clauses stating that each carrier shall waive all rights of
recovery under subrogation or otherwise against Contractor or the State, its agencies,
institutions, organizations, officers, agents, employees, and volunteers.
K. Public Entities
If Contractor is a "public entity" within the meaning of the Colorado Governmental
Immunity Act, §24-10-101, et seq., C.R.S. (the "GIA"), Contractor shall maintain, in lieu of
the liability insurance requirements stated above, at all times during the term of this
Contract such liability insurance, by commercial policy or self-insurance, as is necessary to
meet its liabilities under the GIA. If a Subcontractor is a public entity within the meaning of
the GIA, Contractor shall ensure that the Subcontractor maintain at all times during the
terms of this Contract, in lieu of the liability insurance requirements stated above, such
liability insurance, by commercial policy or self-insurance, as is necessary to meet the
Subcontractor's obligations under the GIA .
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L. Certificates
Contractor shall provide to the State certificates evidencing Contractor's insurance coverage
required in this Contract within 7 Business Days following the Effective Date. Contractor
shall provide to the State certificates evidencing Subcontractor insurance coverage required
under this Contract within 7 Business Days following the Effective Date, except that, if
Contractor's subcontract is not in effect as of the Effective Date, Contractor shall provide to
the State certificates showing Subcontractor insurance coverage required under this
Contract within 7 Business Days following Contractor's execution of the subcontract. No
later than 15 days before the expiration date of Contractor's or any Subcontractor's
coverage, Contractor shall deliver to the State certificates of insurance evidencing renewals
of coverage. At any other time during the term of this Contract, upon request by the State,
Contractor shall, within 7 Business Days following the request by the State, supply to the
State evidence satisfactory to the State of compliance with the provisions of this section.
3. INDEMNIFICATION.
A. General Indemnification
CPI agrees to indemnify, hold harmless, and defend Subscriber and its affiliated companies, directors,
officers, and employees, from and against loss, liability, cost, expenses, suits, actions, claims and all other
obligations and proceedings whatsoever, including without limitation, reasonable attorneys’ fees and
costs of litigation (hereinafter collectively referred to as "liabilities") arising out of injuries to third-parties,
including death, or damage to property (i) to the extent arising out of CPI’s negligence or willful
misconduct or (ii) that result from or arise out of the actual or alleged misappropriation or infringement
of any intellectual property rights in connection with the Charging Service. Notwithstanding the foregoing,
CPI shall not indemnify Subscriber to the extent the claims are caused by Subscriber’s negligence or willful
misconduct.
Subscriber: ChargePoint, Inc.
Signature: ________________________________
Signature:________________________________
Name: ___________________________________ Name: Rex S. Jackson
Title:____________________________________ Title: Chief Financial Officer
Date: ____________________________________
Date:____________________________________
Address: _________________________________
Address:
254 E. Hacienda Ave
_________________________________________ Campbell, CA 95008
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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. The percent at which the CPI Fees are determined will not change during the
Term of the Agreement; however, CPI will provide Subscriber with forty-five (45)) days prior written
notice (which may include, without limitation, notice provided by CPI through its regular newsletter to
Subscriber) of any increase in CPI Fees at which the increase will take affect during Subscriber’s next Term
or Renewal Term. Should Subscriber not agree to this increase, Subscriber may terminate this Agreement
without penalty by providing written notice to CPI. “Net Session Fees” means the total amount of Session
Fees collected on behalf of the Subscriber by CPI, less CPI Fees and Taxes, if any, required by law to be
collected by CPI from Users in connection with the use of Charging Stations. Except as required by law,
Subscriber shall be responsible for the payment of all Taxes incurred in connection with use of Subscriber’s
Charging Stations.
1.2 “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.
1.3 “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. CPI will remit Net Session Fees to
Subscriber, not less than quarterly, provided that the amount due to Subscriber hereunder is at least two
hundred and fifty U.S. Dollars ($250) (or, if Subscriber is located in Canada, two hundred and fifty Canadian
dollars) or more. Notwithstanding, the foregoing, CPI shall remit any unpaid Net Session Fees, regardless
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of the amount, to Subscriber at least annually and within thirty (30) days of the expiration or termination
of this Agreement. All payments shall be made by ACH. In order to facilitate such payments, Subscriber
agrees to provide to CPI, or its payment provider, Subscriber’s bank information to enable electronic
remittance of the Net Session Fees. If the Subscriber requests payment in a manner other than ACH (e.g.,
check or wire transfer), Subscriber agrees to bear the reasonable costs related to such request.
2.4 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 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 Subscriber’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.
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(d) Subscriber shall not:
(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
(c) include in Subscriber’s API Implementation, and abide by, a privacy policy complying
will all applicable laws; 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 website 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.
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Amendment Contract Number:CMS 173491 Page 1 of 3
STATE OF COLORADO PRICE AGREEMENT AMENDMENT #2
SIGNATURE AND COVER PAGE
State Agency Department of Personnel and Administration, State Purchasing and Contracts Office
Original Contract Number 142318
Contractor National Car Charging LLC Amendment Contract Number 173491
Amendment Performance Beginning Date Amendment Effective Date
Contract Expiration Date January 31, 2023
THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT Each person signing this Amendment represents and warrants that he or she is duly authorized to execute this Amendment
and to bind the Party authorizing his or her signature.
CONTRACTOR National Car Charging LLC
______________________________________________ By: James Burness, CEO
Date: _________________________
STATE OF COLORADO Jared Polis, Governor
Department of Personnel and Administration, State Purchasing and Contracts Office
Tony Gherardini, Executive Director
______________________________________________
By: John Chapman, Sate Purchasing Manager
Date: _________________________
In accordance with §24-30-202 C.R.S., this Amendment is not valid until signed and dated below by the State Controller or an authorized delegate.
STATE CONTROLLER Robert Jaros, CPA, MBA, JD
By:___________________________________________
Amendment Effective Date:_____________________
DocuSign Envelope ID: 46224F6A-9687-4DA1-898E-869D68119EE2
2/17/2022
2/18/2022
Rachael Kamlet
2/22/2022
Amendment Contract Number:CMS 173491 Page 2 of 3
1. PARTIES
This Amendment (the “Amendment”) to the Original Contract shown on the Signature and Cover Page for this Amendment (the “Contract”) is entered into by and between the Contractor, and the State.
2. TERMINOLOGY
Except as specifically modified by this Amendment, all terms used in this Amendment that are defined in the Contract shall be construed and interpreted in accordance with the Contract.
3. AMENDMENT EFFECTIVE DATE AND TERM
A. Amendment Effective Date
This Amendment shall not be valid or enforceable until the Amendment Effective Date
shown on the Signature and Cover Page for this Amendment. The State shall not be bound by any provision of this Amendment before that Amendment Effective Date, and shall have no obligation to pay Contractor for any Work performed or expense incurred under this Amendment either before or after of the Amendment term shown in §3.B of this Amendment.
B. Amendment Term
The Parties’ respective performances under this Amendment and the changes to the Contract contained herein shall commence on the Amendment Effective Date shown on the Signature and Cover Page for this Amendment.
4. PURPOSE
This amendment is to replace Exhibit C with Exhibit C (1).
5. MODIFICATIONS
The Contract and all prior amendments thereto, if any, are modified as follows:
A. Commencing on the Amendment Effective Date the Exhibit C (1) price list shall be in effect. All references to Exhibit C shall also reference Exhibit C (1).
6. LIMITS OF EFFECT AND ORDER OF PRECEDENCE
This Amendment is incorporated by reference into the Contract, and the Contract and all prior amendments or other modifications to the Contract, if any, remain in full force and effect except as specifically modified in this Amendment. Except for the Special Provisions contained in the Contract, in the event of any conflict, inconsistency, variance, or contradiction between the
provisions of this Amendment and any of the provisions of the Contract or any prior modification
to the Contract, the provisions of this Amendment shall in all respects supersede, govern, and control. The provisions of this Amendment shall only supersede, govern, and control over the Special Provisions contained in the Contract to the extent that this Amendment specifically modifies those Special Provisions.
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EXHIBIT C (1), PRICES AND RATES
SEE ATTACHMENT ON BIDS AND SEPARATE FILE
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STATE OF COLORADO PRICE AGREEMENT
AMENDMENT #3
SIGNATURE AND COVER PAGE
State Agency Department of Personnel and Administration, State Purchasing and Contracts Office
Original Contract Number 142318
Contractor National Car Charging LLC Amendment Contract Number 177348
Amendment Performance Beginning Date The Amendment Effective Date
Contract Expiration Date January 31, 2023
THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT Each person signing this Amendment represents and warrants that he or she is duly authorized to execute this Amendment and to bind the Party authorizing his or her signature.
CONTRACTOR National Car Charging LLC ______________________________________________ By: James Burness, CEO Date: _________________________
STATE OF COLORADO Jared Polis, Governor Department of Personnel and Administration, State Purchasing and Contracts Office Tony Gherardini, Executive Director ______________________________________________ By: Sherri Maxwell, Chief Procurement Officer, or John Chapman, Sate Purchasing Manager Date: _________________________ In accordance with §24-30-202 C.R.S., this Amendment is not valid until signed and dated below by the State Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD By:___________________________________________ Amendment Effective Date:_____________________
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7/7/2022
7/7/2022
7/7/2022
Rachael Kamlet
Amendment Contract Number:CMS 177348 Page 2 of 3
1. PARTIES
This Amendment (the “Amendment”) to the Original Contract shown on the Signature and Cover Page for this Amendment (the “Contract”) is entered into by and between the Contractor, and the State.
2. TERMINOLOGY
Except as specifically modified by this Amendment, all terms used in this Amendment that are defined in the Contract shall be construed and interpreted in accordance with the Contract.
3. AMENDMENT EFFECTIVE DATE AND TERM
A. Amendment Effective Date
This Amendment shall not be valid or enforceable until the Amendment Effective Date
shown on the Signature and Cover Page for this Amendment. The State shall not be bound by any provision of this Amendment before that Amendment Effective Date, and shall have no obligation to pay Contractor for any Work performed or expense incurred under this Amendment either before or after of the Amendment term shown in §3.B of this Amendment.
B. Amendment Term
The Parties’ respective performances under this Amendment and the changes to the Contract contained herein shall commence on the Amendment Effective Date shown on the Signature and Cover Page for this Amendment.
4. PURPOSE
This amendment is to add Accessibility to the Contract and to replace the ChargePoint Master
Services and Subscription Agreement (MSSA) Exhibit F with Exhibit F (1).
5. MODIFICATIONS
The Contract and all prior amendments thereto, if any, are modified as follows:
A. Commencing on the Amendment Effective Date a new Sub-section T. Accessibility, shall be added to Section 21 General Provisions, as follows:
“T. Accessibility
i. Contractor shall comply with and the Work Product provided under this Contract shall be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, as established by the Governor’s Office Of Information Technology (OIT), pursuant to Section §24-85-103
(2.5), C.R.S. Contractor shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards.
ii. The State may require Contractor’s compliance to the State’s Accessibility Standards
to be determined by a third party selected by the State to attest to Contractor’s Work Product and software is in compliance with §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability as established by the Office of Information Technology pursuant to Section §24-85-103 (2.5), C.R.S.”
B. Commencing on the Amendment Effective Date the Exhibit F (1) will be in effect, CMS
Number 177225. All references to Exhibit F shall also reference Exhibit F (1). The MSSA is
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the form that all Purchasing Entities buying under Price Agreement 142325 must accept in order to purchase ChargePoint Cloud Services. Contractor understands the MSSA is being provided for reference purposes and a MSSA will need to be executed between ChargePoint and the Purchasing Entity utilizing the Cloud Services.
6. LIMITS OF EFFECT AND ORDER OF PRECEDENCE
This Amendment is incorporated by reference into the Contract, and the Contract and all prior amendments or other modifications to the Contract, if any, remain in full force and effect except as specifically modified in this Amendment. Except for the Special Provisions contained in the Contract, in the event of any conflict, inconsistency, variance, or contradiction between the provisions of this Amendment and any of the provisions of the Contract or any prior modification
to the Contract, the provisions of this Amendment shall in all respects supersede, govern, and control. The provisions of this Amendment shall only supersede, govern, and control over the Special Provisions contained in the Contract to the extent that this Amendment specifically modifies those Special Provisions.
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CHARGEPOINT®
MASTER SERVICES AND SUBSCRIPTION AGREEMENT
IMPORTANT: THIS MASTER SERVICES AND SUBSCRIPTION AGREEMENT (“AGREEMENT” OR
“CONTRACT”) IS A LEGAL AGREEMENT BETWEEN [ENTITY ENTERING INTO THE AGREEMENT WITH CPI],
an entity that has been authorized by the State of Colorado to place Orders with CPI, and may include,
without limitation, agencies of the State of Colorado, institution of higher education within the State
of Colorado, political subdivisions of the State of Colorado, authorized non-profit organizations and
other authorized entities (“SUBSCRIBER” OR “STATE”) AND CHARGEPOINT, INC., A DELAWARE
CORPORATION (“CPI” OR “CONTRACTOR”).
The Parties acknowledge that the CPl's software will contain a click-through agreement which is
integral to that product and will require the State to click "I agree" or some similar action before
using the software. The Parties expressly agree that only the terms of this Agreement will have any
effect whatsoever. Any click-through or similar agreement is void.
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:
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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
State of Colorado Entities MSSA 11.17.20 Page 1 of 22 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.
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 last signature date below.
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.
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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.
“Rights” means the rights, authorizations, privileges, actions, information and settings within the
ChargePoint Services which a Rights Grantor grants to a Rights Grantee, to enable such Rights Grantee to
access, obtain and use certain portions of the ChargePoint Services and certain information available
therein in the course of providing services to or on behalf of such Rights Grantor in connection 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.
2.18 “Subscriber” means the______________________________.
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.
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 “Token(s)” means the serialized proof of purchase of a Cloud Plan that is used by CPI in
connection with enabling Services and/or provisioning Charging Stations.
2.25 “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
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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 possesses, otherwise stores, processes or transmits on behalf of
Subscriber or for any impact, if any, on the security of Subscriber’s cardholder data environment.
4.2 LIMITATIONS ON 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
communications network or Internet service provider network necessary for the continued operation by
CPI of ChargePoint; (iv) availability of or interruption of the ChargePoint Network attributable to
unauthorized intrusions; and/or (v) charging stations that are not registered with and activated on the
ChargePoint Network.
4.3 CPI must use commercially reasonable efforts to document and maintain adequate:
1. Network-based intrusion detection capabilities to ensure that attacks
against the front-tier of servers will be detected.
2. Network-based intrusion detection mechanisms which monitor servers
that transmit, store or process Sensitive PII as defined in §4.3, subsection 3.
3. First-level Firewalls (in front of the web servers) to protect the web servers from
attack.
For the purposes of this section “Sensitive PII” shall consist of any information regarding Subscriber or a
User, including: (a) personally identifying information that is explicitly defined as a regulated category of
data under any data privacy or data protection laws applicable to CPI; (b) non-public information, such
as a national identification number, passport number, social security number, or driver's license number;
and (c) financial information, such as a policy number, credit card number and/or bank account number.
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 take reasonable actions to
prevent, and shall be fully liable to CPI to the extent caused by Subscriber’s own negligence or willful
misconduct for, Subscriber’s unauthorized access to or use of ChargePoint or ChargePoint Services via
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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 purchase 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 or not currently leased by Subscriber without
proper authority, or in a manner that will block any easement or right of way.
5.3 CHARGEPOINT CARDS. Subscriber may be permitted by CPI, in CPI's sole discretion, to
obtain CPI-provisioned radio-frequency identification cards ("ChargePoint Cards") which enable the
individual card recipients to access and use ChargePoint. Subscriber may distribute such ChargePoint 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;
(b) deliberately 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) deliberately 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;
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(f) reverse engineer, decompile or otherwise attempt to extract the source code of
the ChargePoint Services or any part thereof, or any Charging Station, except to the extent expressly
permitted or required by applicable law;
(g) create derivative works based on any CPI Property;
(h) remove, conceal or cover the CPI Marks or any other markings, labels, legends,
trademarks, or trade names installed or placed on the Charging Stations or any peripheral equipment for
use in connection with Subscriber’s Charging Stations;
(i) except as otherwise expressly permitted by this Agreement or in any applicable
data sheet relating to a ChargePoint Service, copy, frame or mirror any part of the ChargePoint Services or
ChargePoint Content, other than copying or framing on Subscriber’s own intranets or otherwise solely for
Subscriber’s own internal business use and purposes;
(j) access ChargePoint, any ChargePoint Application or the ChargePoint Services for
the purpose of monitoring their availability, performance or functionality, or for any other benchmarking
or competitive purpose, or for any improper purpose whatsoever, including, without limitation, in order
to build a competitive product or service or copy any features, functions, interface, graphics or “look and
feel;”
(k) use any robot, spider, site search/retrieval application, or other device to retrieve
or index any portion of the ChargePoint Services or Content or collect information about ChargePoint users
for any unauthorized purpose;
(l) upload, transmit or introduce any Malicious Code to ChargePoint or ChargePoint
Services;
(m) use any of the ChargePoint Services if Subscriber is a person barred from such use
under the laws of the United States or of any other jurisdiction; or
(n) use the ChargePoint Services to upload, post, display, transmit or otherwise make
available (A) any inappropriate, defamatory, obscene, or unlawful content; (B) any content that infringes
any patent, trademark, copyright, trade secret or other proprietary right of any party; (C) any messages,
communication or other content that promotes pyramid schemes, chain letters, constitutes disruptive
commercial messages or advertisements, or is prohibited by applicable law, the Agreement or the
Documentation.
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) 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.
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(c) Subscriber should exercise judgment in Subscriber’s use of the Content. 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.
(d) 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,
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.
(e) Subscriber shall not remove, obscure, or alter in any manner any proprietary rights
notices (including copyright and trademark notices), warnings, links or other notifications that appear in
the ChargePoint Service.
6. SUBSCRIPTION FEES AND PAYMENT TERMS.
6.1 SUBSCRIPTION FEES. Subscriber shall pay all Subscription Fees within forty-five (45) days
of its receipt of CPI’s invoice. All payments shall be made in U.S. Dollars by check, wire transfer, ACH
payment system or other means approved by CPI. Customer may not offset any amounts due to CPI
hereunder against amounts due to Customer under this Agreement or any other agreement. 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
percent (1.0%) per month or (ii) the maximum rate permitted by law. If any amount owing by Subscriber
under this Agreement is more than forty-five (45) days overdue, CPI may, without otherwise limiting CPI’s
rights or remedies, (a) terminate any contract entered into under the Agreement if after 15-days’ written
notice to the Subscriber any valid, outstanding invoices remain unpaid, (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 other than those set forth herein;
provided that CPI shall not exercise any such rights if Subscriber has reasonably disputed such charges and
is cooperating diligently in good faith to resolve the dispute.
7. INTELLECTUAL PROPERTY RIGHTS AND LICENSES.
7.1 CPI PROPERTY. As between CPI and Subscriber, CPI retains and reserves all right, title and
interest (including all related Intellectual Property Rights) in and to the CPI Property and any improvements
thereto. No rights are granted to Subscriber in the CPI Property hereunder except as expressly set forth in
this Agreement.
7.2 SUBSCRIBER PROPERTY. As between CPI and Subscriber, Subscriber retains and reserves
all right, title and interest (including all related Intellectual Property Rights) in and to (i) all Subscriber Marks
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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 such use) to
the extent necessary for Subscriber to access, use and receive the ChargePoint Services as permitted
herein.
7.4 LIMITED LICENSE TO CPI. Subscriber hereby grants to CPI a non-assignable, non-
transferable, and non-exclusive license to use the Subscriber Property solely in accordance with the terms
of this Agreement (including without limitation all limitations and restrictions on such use) to the extent
necessary for CPI to provide the ChargePoint Services. With Subscriber’s prior written consent, CPI may
utilize the Subscriber Marks to advertise that Subscriber is using the ChargePoint Services. With
Subscriber’s prior written consent, the foregoing license includes a perpetual and irrevocable right of CPI
to reproduce, adapt, modify, translate, publicly perform, publicly display and distribute all Subscriber
Content and Services submitted, posted or displayed by Subscriber in the ChargePoint Services, solely for
the purpose of enabling CPI to operate, market and promote the ChargePoint Services, and to index and
serve such Subscriber Content and Services as search results through ChargePoint Services. CPI shall have
a royalty-free, worldwide, transferable, sublicensable, irrevocable perpetual license to use or incorporate
in the ChargePoint Services any suggestions, enhancement requests, recommendations or other feedback
provided by Subscriber or Subscriber Rights Grantees relating to the ChargePoint Services.
7.5 ADDITIONAL TERMS REGARDING CPI MARKS.
(a) USE LIMITATIONS. Subscriber shall display the CPI Marks in connection with
Subscriber Charging Stations as required in this Agreement during the term of Subscriber’s Cloud Plan.
Subscriber shall not use any of the CPI Marks for or with any products other than its Charging Stations. From
time to time, CPI may provide updated CPI Mark usage guidelines on the ChargePoint Application or
elsewhere in the Documentation, and 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
(ii) connection with the name of a business of Subscriber or its Affiliates;
(iii) 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; 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
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(v) that is distorted or altered in any way (including squeezing, stretching,
inverting, discoloring, etc.) from the original form provided by CPI.
(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) 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. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,
CHARGEPOINT AND THE CHARGEPOINT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR
SUBSCRIBER’S USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CPI DOES NOT WARRANT THAT (A)
SUBSCRIBER’S USE OF THE CHARGEPOINT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE
FROM ERROR, OR MEET SUBSCRIBER’S REQUIREMENTS; (B) ALL CONTENT AND OTHER INFORMATION
OBTAINED BY SUBSCRIBER FROM OR IN CONNECTION WITH THE CHARGEPOINT SERVICES WILL BE
ACCURATE AND RELIABLE; (C) ALL DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE
CHARGEPOINT SERVICES WILL BE CORRECTED. ALL CONTENT OBTAINED THROUGH THE CHARGEPOINT
SERVICES IS OBTAINED AT SUBSCRIBER’S OWN DISCRETION AND RISK, AND SUBSCRIBER WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER’S COMPUTER SYSTEM OR OTHER DEVICE, LOSS OF
DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH
CONTENT.
8.2 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. REGARDLESS OF WHETHER
ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL CPI
BE LIABLE FOR ANY LOST REVENUE OR PROFIT, LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS
OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES,
HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE
USE OF OR INABILITY TO USE THE CHARGEPOINT NETWORK, ANY CHARGEPOINT SERVICES, THIS
AGREEMENT, A GRANT OR RECEIPT OF RIGHTS OR OTHERWISE OR BASED ON ANY EXPRESSED, IMPLIED
OR CLAIMED WARRANTIES BY SUBSCRIBER 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
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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. Except for claims arising out of CPI’s negligence or willful
misconduct, CPI’s aggregate liability under this Agreement shall not exceed the greater of (i) aggregate
Subscription Fees paid by Subscriber to CPI in the twelve (12) calendar months prior to the event giving
rise to the liability or (ii) $25,000.
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 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 GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS, AND WILL
NOT BE LIABLE FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE CHARGEPOINT SERVICES.
8.6 ADDITIONAL RIGHTS. BECAUSE SOME STATES OR JURISDICITONS DO NOT ALLOW THE
LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES AND/OR 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
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 the earlier to occur of (i)
the date of Provisioning such new Charging Station, or (ii) one year from the date the Token(s) necessary
for Provisioning such new Charging Station is made available to Subscriber or its installer. Upon expiration
of the original term, this Agreement will renew automatically for successive one-year terms at the list price
applicable thereto, subject to increases (not to exceed 5% annually) 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. Renewals of Cloud Plans will
commence on the date of the expiration of the Subscription being renewed. All other Cloud Plans will
commence on the date of activation of such Cloud Plans, but in no event more than one year after the
date the Token(s) necessary for such activation is made available to Subscriber. Each Subscriber Cloud Plan
shall continue for the applicable duration thereof, unless this Agreement is terminated earlier in
accordance with its terms.
9.3 TERMINATION BY CPI.
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(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 fifteen (15) 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 that would cause stress on CPI’s systems that it would
affect other CPI customers as reasonably determined by CPI.
9.4 TERMINATION BY SUBSCRIBER.
This Agreement may be immediately terminated by Subscriber without prejudice to any
other remedy of Subscriber at law or equity: (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. [RESERVED].
11. GENERAL.
11.1 AMENDMENT OR MODIFICATION. This Agreement may only be amended or modified
through an amendment to this Agreement signed by both Parties.
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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 disaster (irrespective of such Party’s condition of any preparedness therefore);
war, embargo; riot; strike; labor action; any lawful order, decree, or other directive of any government
authority that prohibits a Party from performing its obligations under this Agreement; material shortages;
shortage of transport; and failures of suppliers to deliver material or components in accordance with the
terms of their contracts.
11.4 VENUE AND JURISDICTION. This Agreement is to be construed according to the laws of the
State of Colorado and venue shall be the courts in the city and County of Denver.
11.5 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 an environmental credit called a Renewable Identification Number (“RIN)” under
the Renewable Fuel Standard program. 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.
11.6 NOTICES. Other than the notices required in Sections 11.5 and 11.6, any notice required or
permitted by this Agreement shall be sent (a) if by CPI, via electronic mail to the address indicated by
Subscriber in Subscriber’s ChargePoint Services account; or (b) if by Subscriber, via electronic mail to
mssa@chargepoint.com.
11.7 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.
11.8 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.
11.9 ASSIGNMENT. CPI may assign this Agreement or any of its rights or interests hereunder, or
delegate any of its obligations hereunder, to (i) any entity that directly or indirectly controls, is controlled
by, or is under common control with CPI, where “control” means the ownership of, or the power to vote,
at least twenty percent (20%) of the voting stock, shares or ownership interests of such entity, (ii) CPI’s
successor pursuant to a merger, reorganization, consolidation or sale, or (iii) an entity that acquires all or
substantially all of that portion of CPI’s assets or business for which Subscriber’s Charging Services were
acquired or are being used. Except as otherwise provided above, neither Party may assign any of its rights
or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of
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the other Party (not to be unreasonably withheld). In the event of any purported assignment in breach of
this Section, the non-breaching Party shall be entitled, at its sole discretion, to terminate this Agreement
upon written notice. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the
parties, their respective successors and permitted assigns. Should it be determined that an assignee has
been debarred, suspended, or otherwise ineligible to contract with Subscriber, Subscriber may terminate
this Agreement without penalty.
11.10 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.
11.11 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, the 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.
11.12 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.
11.13 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 sites 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.
11.14 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.
11.15 ENGLISH LANGUAGE AGREEMENT GOVERNS. Where CPI has provided Subscriber with a
translation of the English language version of this Agreement, Subscriber agrees that the translation is
provided for Subscriber’s convenience only and that the English language version of this Agreement
governs Subscriber’s relationship with CPI. If there is any conflict between the English language version of
this Agreement and such translation, the English language version will prevail.
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THE COLORADO SPECIAL PROVISIONS SHALL PREVAIL IN THE EVENT OF ANY CONFLICT IN TERMS.
1. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-1)
These Special Provisions apply to this Agreement except where noted in italics. A.
CONTROLLER'S APPROVAL. §24-30-202(1), C.R.S.
This Contract shall not be valid until it has been approved by the Colorado State Controller
or designee.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent
upon funds for that purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY.
No term or condition of this Contract shall be construed or interpreted as a waiver, express
or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the
Colorado Governmental Immunity Act, §24-10-101 et seq. C.R.S., or the Federal Tort Claims
Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b).
D. INDEPENDENT CONTRACTOR
CPI shall perform its duties hereunder as an independent contractor and not as an
employee. Neither CPI nor any agent or employee of CPI shall be deemed to be an agent or
employee of the State. CPI and its employees and agents are not entitled to unemployment
insurance or workers compensation benefits through the State and the State shall not pay
for or otherwise provide such coverage for CPI or any of its agents or employees.
Unemployment insurance benefits will be available to CPI and its employees and agents only
if such coverage is made available by CPI or a third party. CPI shall pay when due all
applicable employment taxes and income taxes and local head taxes incurred pursuant to
this Contract. CPI shall not have authorization, express or implied, to bind the State to any
agreement, liability or understanding, except as expressly set forth herein. CPI shall (i)
provide and keep in force workers' compensation and unemployment compensation
insurance in the amounts required by law, (ii) provide proof thereof when requested by the
State, and (iii) be solely responsible for its acts and those of its employees and agents.
E. COMPLIANCE WITH LAW.
CPI shall strictly comply with all applicable federal and State laws, rules, and regulations in
effect or hereafter established, including, without limitation, laws applicable to discrimination
and unfair employment practices.
F. CHOICE OF LAW.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Contract. Any provision included or
incorporated herein by reference which conflicts with said laws, rules, and regulations shall be
null and void. Any provision incorporated herein by reference which purports to negate this or
any other Special Provision in whole or in part shall not be valid or enforceable or available in any
action at law, whether by way of complaint, defense, or otherwise. Any provision rendered null
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and void by the operation of this provision shall not invalidate the remainder of this Contract, to
the extent capable of execution.
G. BINDING ARBITRATION PROHIBITED.
The State of Colorado does not agree to binding arbitration by any extra-judicial body or
person. Any provision to the contrary in this Contract or incorporated herein by reference
shall be null and void.
H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00.
State or other public funds payable under this Contract shall not be used for the acquisition,
operation, or maintenance of computer software in violation of federal copyright laws or
applicable licensing restrictions. CPI hereby certifies and warrants that, during the term of
this Contract and any extensions, CPI has and shall maintain in place appropriate systems
and controls to prevent such improper use of public funds. If the State determines that CPI
is in violation of this provision, the State may exercise any remedy available at law or in
equity or under this Contract, including, without limitation, immediate termination of this
Contract and any remedy consistent with federal copyright laws or applicable licensing
restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507,
C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or
beneficial interest whatsoever in the service or property described in this Contract. CPI has
no interest and shall not acquire any interest, direct or indirect, that would conflict in any
manner or degree with the performance of CPl's services and CPI shall not employ any
person having such known interests.
J. VENDOR OFFSET. §§24-30-202(1) and 24-30-202.4, C.R.S.
(Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S.,
the State Controller may withhold payment under the State's vendor offset intercept
system for debts owed to State agencies for: (i) unpaid child support debts or child support
arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-
21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department
of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation
Fund; and (v) other unpaid debts owing to the State as a result of final agency determination
or judicial action.
K. Any term included in this Contract that requires the State to indemnify or hold CPI harmless;
requires the State to agree to binding arbitration; or that conflicts with this provision in any
way shall be void ab initio. Nothing in this Contract shall be construed as a waiver of any
provision of §24-106-109 C.R.S. Any term included in this Contract that limits CPl's liability
that is not void under this section shall apply only in excess of any insurance to be maintained
under this Contract, and no insurance policy shall be interpreted as being subject to any
limitations of liability of this Contract.
2. INSURANCE
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Contractor shall obtain and maintain, and ensure that each subcontractor shall obtain and
maintain, insurance on an occurrence basis as specified in this section at all times during the term
of this Contract. If a policy is a claims made policy, it must be in place at all times during the term
of this contract and for two (2) years after the termination of this Agreement. All insurance
policies required by this Contract shall be issued by insurance companies as approved by the
State.
A. Workers' Compensation
Workers' compensation insurance as required by state statute, and employers' liability
insurance covering all Contractor or Subcontractor employees acting within the course and
scope of their employment.
B. General Liability
Commercial general liability insurance covering premises operations, fire damage,
independent contractors, products and completed operations, blanket contractual liability,
personal injury, and advertising liability with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any 1 fire.
C. Automobile Liability
N/A
D. Protected Information
Liability insurance covering all loss of Payment Card Information or Tax Information, and
claims based on alleged violations of privacy rights through improper use or disclosure of
protected information with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $2,000,000 general aggregate.
E. Professional Liability Insurance
i. N/A
F. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
G. Additional Insured
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The State shall be included as an additional insured on all commercial general liability
policies (leases and construction contracts require additional insured coverage for
completed operations) required of Contractor and Subcontractors.
H. Primacy of Coverage
Coverage required of Contractor and each Subcontractor shall be primary over any
insurance or self-insurance program carried by Contractor or the State.
I. Cancellation
The above insurance policies shall include provisions preventing cancellation or non-
renewal, except for cancellation based on non-payment of premiums, without at least 30
days prior notice to Contractor and Contractor shall forward such notice to the State within
7 days of Contractor's receipt of such notice.
J. Subrogation Waiver
All insurance policies secured or maintained by Contractor or its Subcontractors in relation
to this Contract shall include clauses stating that each carrier shall waive all rights of
recovery under subrogation or otherwise against Contractor or the State, its agencies,
institutions, organizations, officers, agents, employees, and volunteers.
K. Public Entities
If Contractor is a "public entity" within the meaning of the Colorado Governmental
Immunity Act, §24-10-101, et seq., C.R.S. (the "GIA"), Contractor shall maintain, in lieu of
the liability insurance requirements stated above, at all times during the term of this
Contract such liability insurance, by commercial policy or self-insurance, as is necessary to
meet its liabilities under the GIA. If a Subcontractor is a public entity within the meaning of
the GIA, Contractor shall ensure that the Subcontractor maintain at all times during the
terms of this Contract, in lieu of the liability insurance requirements stated above, such
liability insurance, by commercial policy or self-insurance, as is necessary to meet the
Subcontractor's obligations under the GIA.
L. Certificates
Contractor shall provide to the State certificates evidencing Contractor's insurance coverage
required in this Contract within 7 Business Days following the Effective Date. Contractor
shall provide to the State certificates evidencing Subcontractor insurance coverage required
under this Contract within 7 Business Days following the Effective Date, except that, if
Contractor's subcontract is not in effect as of the Effective Date, Contractor shall provide to
the State certificates showing Subcontractor insurance coverage required under this
Contract within 7 Business Days following Contractor's execution of the subcontract. No
later than 15 days before the expiration date of Contractor's or any Subcontractor's
coverage, Contractor shall deliver to the State certificates of insurance evidencing renewals
of coverage. At any other time during the term of this Contract, upon request by the State,
Contractor shall, within 7 Business Days following the request by the State, supply to the
State evidence satisfactory to the State of compliance with the provisions of this section.
3. INDEMNIFICATION.
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A. General Indemnification
CPI agrees to indemnify, hold harmless, and defend Subscriber and its affiliated companies, directors,
officers, and employees, from and against loss, liability, cost, expenses, suits, actions, claims and all other
obligations and proceedings whatsoever, including without limitation, reasonable attorneys’ fees and
costs of litigation (hereinafter collectively referred to as "liabilities") arising out of injuries to third-parties,
including death, or damage to property (i) to the extent arising out of CPI’s negligence or willful misconduct
or (ii) that result from or arise out of the actual or alleged misappropriation or infringement of any
intellectual property rights in connection with the Charging Service. Notwithstanding the foregoing, CPI
shall not indemnify Subscriber to the extent the claims are caused by Subscriber’s negligence or willful
misconduct.
Date: _______________________________ Date:____________________________________
Address: _____________________________
_____________________________________
Address:
254 E. Hacienda Ave
_____________________________________ Campbell, CA 95008
Subscriber: ________________________ ChargePoint, Inc.
Signature: ___________________________
Signature:________________________________
Name: _____________________________ Name: _________________________________
Title:______________________________ Title: __________________________________
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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 six percent (6%) 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. The percent at which the CPI Fees are determined will not change during
the Term of the Agreement; however, CPI will provide Subscriber with forty-five (45) days prior written
notice (which may include, without limitation, notice provided by CPI through its regular newsletter to
Subscriber) of any increase in CPI Fees at which the increase will take affect during Subscriber’s next
Term or Renewal Term. Should Subscriber not agree to this increase, Subscriber may terminate this
Agreement without penalty by providing written notice to CPI. “Net Session Fees” means the total
amount of Session Fees collected on behalf of the Subscriber by CPI, less CPI Fees and Taxes, if any,
required by law to be collected by CPI from Users in connection with the use of Charging Stations. Except
as required by law, Subscriber shall be responsible for the payment of all Taxes incurred in connection
with use of Subscriber’s Charging Stations.
1.2 “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.
1.3 “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. CPI will remit Net Session Fees to
Subscriber, not less than quarterly, provided that the amount due to Subscriber hereunder is at least two
hundred and fifty U.S. Dollars ($250) (or, if Subscriber is located in Canada, two hundred and fifty
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Canadian dollars) or more. Notwithstanding, the foregoing, CPI shall remit any unpaid Net Session Fees,
regardless of the amount, to Subscriber at least annually and within thirty (30) days of the expiration or
termination of this Agreement. All payments shall be made by ACH. In order to facilitate such payments,
Subscriber agrees to provide to CPI, or its payment provider, Subscriber’s bank information to enable
electronic remittance of the Net Session Fees. If the Subscriber requests payment in a manner other than
ACH (e.g., check or wire transfer), Subscriber agrees to bear the reasonable costs related to such request.
2.4 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 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 Subscriber’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.
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(d) Subscriber shall not:
(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
(c) include in Subscriber’s API Implementation, and abide by, a privacy policy
complying will all applicable laws; 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 website 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
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(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.
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National Car Charging
EXHIBIT B, STATEMENT OF WORK
Contractor shall provide Electric Vehicle Supply Equipment (EVSE) hardware (or charging stations and
ancillary equipment), software, and accompanying warranty and services for each equipment category as specified below. Contractor shall provide the following equipment:
• ChargePoint CT4021 as Level 2 Standard EVSE – an industry standard consumer-facing charging station for medium to long dwell times. Noteworthy features include: optional reservations and queue management settings, permissions by user type and group, detailed usage reporting capabilities, and a variety of flexible fee options.
• ChargePoint CPF25 as Level 2 Other EVSE – an industry standard charging station for medium to long dwell times designed for limited access use such as fleets. This charging station provides the same charging and software features as the CT4021, but is lower cost due to the lack of a consumer-facing screen and interface on the station.
• ChargePoint CPE 250 as Level 3 50 kW EVSE – an industry standard consumer-facing fast-charging station designed for short dwell times. A single station can provide up to 62.5kW of
power to a single vehicle. This station is modular in design and so provides flexibility for future expansion and increased power output. Noteworthy features include: optional reservations and
queue management settings, permissions by user type and group, detailed usage reporting capabilities, and a variety of flexible fee options.
• ChargePoint CPE 250 in a paired configuration as Level 3 Modular EVSE - an industry standard consumer-facing fast-charging station designed for short dwell times. Two stations in a paired configuration can provide up to 125kW to a single vehicle or can modulate 125kW of total power output to two vehicle simultaneously depending on the charge rate accepted by each vehicle. Noteworthy features include: optional reservations and queue management settings, permissions by user type and group, detailed usage reporting capabilities, and a variety of flexible fee options.
All of the equipment provided under this contract includes 24/7, 365 driver support, one business day response time for station failure and malfunction, and a one year parts-only warranty. All equipment has the option of ChargePoint’s comprehensive warranty coverage called Assure.
All equipment includes advanced software features as detailed below and unlimited software configuration changes are permitted for equipment covered under the Assure warranty. Equipment networking fees include free over-the-air software updates which ensure equipment receives security updates and new features as they become available.
Level 2 Standard EVSE
ChargePoint CT4021 Commercial Charging Station (for general commercial use) All ChargePoint CT4021 equipment provided under this price agreement shall meet the following
specifications:
• Charging stations shall come with a Society of Automotive Engineers SAE J1772 Standard
Connector.
• Charging stations shall be outdoor, commercial grade equipment with robust weatherproof
construction, and shall comply with National Electrical Manufactures Association NEMA 3-R for
indoor/outdoor use.
• Charging cables shall have a length of at least 18 feet.
• Charging stations shall have cable management features to keep cords retracted to prevent trip
hazards, freezing to the ground in cold areas, or being run over by vehicles. Cable management
shall not be motorized but instead should use a different technology such as weights and pulleys
and comply with National Electrical Code NEC articles 625 as it applies to cord management
systems.
National Car Charging
• Charging stations and supporting equipment shall comply with National Electrical Code NEC
(2017 edition) Article 625 and related articles and tables.
• Charging stations and supporting electrical components, enclosures, and mounting systems shall
be built to Underwriters Laboratories UL2594 and NEC Article standards or equivalent.
• Charging stations shall be evaluated through the National Type Evaluation Program (NTEP) and
the use shall comply with all requirements of the National Institute of Standards and Technology
(NIST) Handbook 44 Section 3.40. Electric Vehicle Fueling Systems - Tentative Code and shall
have received safety certification by a nationally recognized testing laboratory (NRTL)
• Charging stations shall be indicated and recorded in kilowatt-hours (kWh) and decimal
subdivisions thereof. The value of the smallest unit of indicated and recorded delivery by a level 2
charging station shall be 0.001 kWh.
• Charging stations and supporting equipment shall utilize tamper-resistant screws and design but
provide a locked or easy opening mechanism for service work.
• Station enclosure shall be constructed for use outdoors in accordance with UL50, Standard for
Enclosures for Electrical Equipment, National Electrical Manufacturers Association NEMA, Type
3R, or better to protect against blown dust or rain. Equivalent standards may be used if it is in
accordance with or otherwise meeting the requirements of UL50.
• Display screens shall be protected from malfunctions due to condensation and normal local
weather conditions.
• Equipment and display screens shall be sturdy enough to withstand most types of vandalism.
• Charging station and supporting equipment shall be capable of operating over an ambient
temperature range of minus 22 to 122 degrees Fahrenheit.
• Charging station shall be able to withstand high elevation and be fully operational at each site’s
elevation, which in Colorado can range from 3,300 feet to over 10,000 feet.
• Charging stations shall have payment or access control to allow users to authenticate using a
credit card (Radio Frequency Identification RFID or tap to pay) with equipment at the station as
well as other payment methods such as RFID device, Near Field Communication NFC, smart
phone apps, or other identifying and authorizing methods.
• Charging stations shall be compliant with a publicly available open standard such as Open
Charge Point Protocol (OCPP) v1.6. Charging station should have back-end capabilities to collect
payment or provide reporting mechanisms such that another system, through secure re-
programming of back-end server location and credentials, would be able to collect payment and
provide access control.
• Charging stations shall support remote upgrades of software on the charging stations via the
wireless network connection.
• Charging stations shall be capable of running in standalone mode if the network connectivity is
lost.
• Charging stations shall be capable of operating in urban and rural settings with intermittent or
limited cell reception. (A cellular booster may be required.)
• Charging station shall connect to a network via WiFi or cellular connection using multiple carriers.
National Car Charging
• Charging station shall have United States Environmental Protection Agency US EPA Energy Star
certification.
Level 2 Other EVSE ChargePoint CPF25 Level 2 Charging Station (for fleet vehicle use)
All ChargePoint CPF25 equipment provided under this price agreement shall meet the following specifications: All equipment provided under this price agreement shall meet the following specifications:
• Charging stations shall come with an SAE J1772 Standard Connector.
• Charging stations shall be outdoor, commercial grade equipment with robust weatherproof
construction, and shall comply with NEMA 3-R for indoor/outdoor use.
• Charging cables shall have a length of at least 18 feet (23’ optional)
• Charging stations shall have cable management features to keep cords retracted provided as an
add-on to prevent trip hazards, freezing to the ground in cold areas, or being run over by vehicles.
Cable management shall not be motorized but instead should use a different technology such as
weights and pulleys and comply with NEC articles 625 as it applies to cord management systems.
• Charging stations and supporting equipment shall comply with NEC (2017 edition) Article 625 and
related articles and tables.
• Charging stations and supporting electrical components, enclosures, and mounting systems shall
be built to UL2594 and NEC Article standards or equivalent.
• Charging stations shall be evaluated through the National Type Evaluation Program (NTEP) and
the use shall comply with all requirements of the National Institute of Standards and Technology
(NIST) Handbook 44 Section 3.40. Electric Vehicle Fueling Systems - Tentative Code and shall
have received safety certification by a nationally recognized testing laboratory (NRTL)
• Charging stations shall be indicated and recorded in kilowatt-hours (kWh) and decimal
subdivisions thereof. The value of the smallest unit of indicated and recorded delivery by a level 2
charging station shall be 0.001 kWh.
• Charging stations and supporting equipment shall utilize tamper-resistant screws and design but
provide a locked or easy opening mechanism for service work.
• Station enclosure shall be constructed for use outdoors in accordance with UL50, Standard for
Enclosures for Electrical Equipment, NEMA, Type 3R, or better to protect against blown dust or
rain. Equivalent standards may be used if it is in accordance with or otherwise meeting the
requirements of UL50.
• Charging station shall not have a screen on unit as this station is designed for fleet use.
Equipment shall still be accessed via ChargePoint software.
• Equipment should be sturdy enough to withstand most types of vandalism.
• Charging station and supporting equipment shall be capable of operating over an ambient
temperature range of minus 22 to 122 degrees Fahrenheit.
• Charging station shall be able to withstand high elevation and be fully operational at each site’s
elevation, which in Colorado can range from 3,300 feet to over 10,000 feet.
• Note that this Station cannot collect revenue as it is designed for fleet use
National Car Charging
• Equipment shall be compliant with a publicly available open standard such as Open Charge Point
Protocol (OCPP) v1.6. The Level 2 charging station should have back-end capabilities to collect
payment or provide reporting mechanisms such that another system, through secure re-
programming of back-end server location and credentials, would be able to collect payment and
provide access control.
• Charging stations shall support remote upgrades of software on the charging stations via the
wireless network connection.
• Charging stations shall be capable of running in standalone mode if the network connectivity is
lost.
• Charging stations shall be capable of operating in urban and rural settings with intermittent or
limited cell reception. (A cellular booster may be required).
• Charging station shall connect to a network via Wi-Fi or cellular connection using multiple
carriers.
Level 3 50kW EVSE and Optional Level 3 Modular EVSE Configuration ChargePoint CPE250 (for general commercial use) (operates as a standalone 62.5 kW unit or in a paired configuration with the ability to modulate power between units in increments of 31.25kW and a maximum power output of 125kW from a single unit). All ChargePoint CPE250 equipment provided under this price agreement shall meet the following
specifications:
• Charging stations shall be powered by 31.25kW power modules that provide dynamic power modulation when DCFC is installed in a paired configuration
• Individual Charging stations shall be capable of providing at least 62.5kW charging to a single
vehicle.
• Charging stations shall be capable of operating in a paired configuration and providing up to 125kW simultaneously to a single vehicle.
• Charging stations in a paired configuration shall be capable of the three different power allocation policies described below:
o First Come, First Served (FCFS): The first vehicle to arrive gets priority and can use as much power as the car requests, up to 125kW. The second vehicle will get the power that the first vehicle cannot use.
o Equal Share: Both vehicles will get half the available power when there are two vehicles plugged in. If a vehicle can only make use of one 31.25kW power module, then reallocation of power will go to the vehicle that can use it.
o Fixed Allocations: Each 31.25kW power module is allocated to a specific stations and there is no reallocation.
• Charging stations in a paired configuration shall be capable of having their power allocation policies changed via software at any time by the station owner/operator.
• Charging stations shall be dual protocol and include one CHadeMO and one SAE Type 1 CCS cord on each unit.
• Charging station shall be backward compatible to CHAdeMO v0.9 and SAE J1772 Oct 2012 or other similar standard to allow model year 2010 or newer DC charging equipped vehicles to charge at lower kW.
• Charging stations shall be outdoor, commercial grade equipment with robust weatherproof construction, and shall comply with NEMA 3-R for indoor/outdoor use.
• Charging cables shall be 12’ in length plus a 4’ retractor arm for a total of 16’.
National Car Charging
• Charging stations shall have cable management features to keep cords retracted to prevent trip hazards, freezing to the ground in cold areas, or being run over by vehicles. Cable management shall not be motorized but instead should use a different technology such as weights and pulleys and comply with NEC articles 625 as it applies to cord management systems.
• Charging stations and supporting equipment shall comply with NEC (2017 edition) Article 625 and related articles and tables.
• Charging stations and supporting electrical components, enclosures, and mounting systems shall be built to UL 2202 and UL2594 standards or equivalent.
• Charging stations shall be type evaluated through the National Type Evaluation Program (NTEP) and the use shall comply with all requirements of the National Institute of Standards and Technology (NIST) Handbook 44 Section 3.40. Electric Vehicle Fueling Systems - Tentative Code and shall have received safety certification by a nationally recognized testing laboratory (NRTL)
• Charging stations shall be indicated and recorded in kilowatt-hours (kWh) and decimal subdivisions thereof. The value of the smallest unit of indicated and recorded delivery by a DC fast-charging station shall be 0.001 kWh.
• Charging stations and supporting equipment shall utilize tamper-resistant screws and design but provide a locked or easy opening mechanism for service work.
• Station enclosure shall be constructed for use outdoors in accordance with UL50, Standard for Enclosures for Electrical Equipment, NEMA, Type 3R, or better to protect against blown dust or rain. Equivalent standards may be used if it is in accordance with or otherwise meeting the requirements of UL50.
• Display screens shall be protected from malfunctions due to condensation and normal local weather conditions.
• Equipment and display screens should be sturdy enough to withstand most types of vandalism.
• Charging stations and supporting equipment shall be capable of operating over an ambient temperature range of minus 22 to 122 degrees Fahrenheit.
• Charging station shall be able to withstand high elevation and be fully operational at each site’s elevation, which in Colorado can range from 3,300 feet to over 10,000 feet.
• Charging stations shall have payment or access control to allow users to authenticate using a credit card (RFID or tap to pay) with equipment at the station as well as other payment methods such as RFID device, NFC, smart phone apps, or other identifying and authorizing methods
• Equipment shall be compliant with a publicly available open standard such as Open Charge Point Protocol (OCPP) v1.6. The charging station should have back-end capabilities to collect payment or provide reporting mechanisms such that another system, through secure re-programming of back-end server location and credentials, would be able to collect payment and provide access control
• Charging station shall be capable of running in a standalone mode if the network connectivity is lost.
• Charging stations shall be capable of operating in urban and rural settings with intermittent or limited cell reception.
• Charging station shall connect to a network via Wi-Fi and/or cellular connection using multiple carriers.
• Charging station shall have adequate surge protection.
• Charging station shall be capable of operating at up to 95% humidity at +50C non-condensing.
• Charging station shall have a power conversion efficiency of at least 90%.
• Charging station shall have a Total Harmonic Distortion (iTHD) of <5%.
• Charging station shall have a power factor of 90% or better.
National Car Charging
Software
(All stations operate on ChargePoint software)
General
• Software shall be compliant with a publicly available open standard such as Open Charge Point Protocol (OCPP) v1.6.
Station Management
• Software shall allow for remote updates using the charging station’s wireless network connection.
• Network shall provide remote diagnostics, proactive station monitoring, and troubleshooting features that prevent the need for service calls to the charging station for diagnosis and minimize station downtime.
• Network shall provide ability to remote start the charging station.
Energy Management
• Software shall be capable of providing energy analysis and management strategies to help reduce peak demand costs.
• Station shall utilize energy management protocols such as Open ADR 2.0b, Zigbee Smart Energy V2.0, or SEP 2.0.
Interface, Access, and Management Requirements
• The charging station interface shall include the following:
• Ability to start or stop a charging session.
• Support multiple user-selectable languages, including,: English, French, and Spanish for Level II stations and English, German, and French for Level 3 stations.
• Using an app, the EV driver interface shall give users the ability to:
• View and find charging stations on the ChargePoint app.
• View the status of the charging station including its availability and operational status.
• Reserve a charging station if reservations are enabled on the station.
• View a history of all charging sessions at various locations.
• Set up a pre-paid billing account to pay for charging.
• Manage multiple accounts online.
• The software shall provide a notification mechanism such as an app notification or an SMS to EV drivers on charging events such as charging complete, plug out, GFCI fault or demand fault
event.
• The software shall include an optional wait list or queue management function that allows drivers to reserve a space in a virtual queue and is notified when a station is made available.
• Equipment/software administrator interface shall include:
• Ability to view all charging sessions at the charging stations owned by the service provider (e.g. the State).
• Ability to view inventory and status of all charging stations.
National Car Charging
• Ability to configure stations to restrict or modify access to specific drivers or specific groups of drivers, and the ability to identify drivers connected to the stations.
• Ability to create, modify or delete various pricing options for charging on the stations.
• Ability to view energy usage and greenhouse gas (GHG) savings on all charging stations
owned by the service provider.
• Ability to set and accept reservations on charging stations.
• The software shall provide comprehensive reporting capability available to both EV drivers and EV service providers.
• The software shall provide reports on all charging sessions with data including but not limited to: 1. Connect and disconnect times 2. Start and end charge times 3. Maximum instantaneous peak
power 4. Average power 5. Number of charging events 6. Total energy (kWh) per changing event 7. Rolling 15-minute average power 8. Date/time stamp 9. Unique ID for charging event 10.
Unique ID for identifying the EVSE 11. Other non-dynamic EVSE information such as GPS ID 12. Percentage of station downtime.
• The software shall provide ability to set different permissions by user type or lock a user out who has abused charging times.
• The software shall provide ability for multiple users to be in the system at one time.
• All data should be available on screen and downloadable in CSV format and graphical report images in PNG, JPEG, PDF, etc.
Pricing
• Software shall be capable of the following pricing options:
• Flexible pricing options that include free and per minute, hour, kWh, flat or block pricing, or flat plus consumption.
• Different pricing options for different types of users including subscriptions
• Different pricing by time of day
• Penalties for staying beyond time limit or after a vehicle’s battery is fully charged
Payment
• Software shall allow payment by contactless credit card as well as other payment methods such as RFID, NFC, smart phone apps, or other identifying and authorizing methods
• Software shall have the ability to accept and process user payments and manage billing settlements with the charging station owner. User payments will be made at the point of sale at each station.
• Software provider shall have a flexible billing model, with options of fixed hourly, kilowatt hour pricing (where allowed), per session, or per minute or hour charges for the entire time the electric vehicle is connected, whether charging or not.
• Network shall be PCI/DSS (Payment Card Industry) compliant to allow for credit card payment.
• Equipment and software shall be futureproofed to allow for alternative forms of payment as payment technology evolves.
Services Warranty • All stations shall come with ChargePoint's basic warranty of one-year parts-only
coverage • All stations shall have the option of ChargePoint’s comprehensive parts and labor
service called Assure.
National Car Charging
• ChargePoint’s comprehensive Assure warranty shall include: o Unlimited software configuration changes o 98% annual uptime guarantee with non-performance penalty o Standard one (1) business day response time to station failures or one (1) business day from Parts arrival when required o Automated monthly summary reports and detailed quarterly reports of your station's performance metrics. We send the reports automatically so you don't have to generate them. o Proactive station monitoring and dispatch o Labor coverage for station equipment issues typically not covered by warranty such as vandalism, abuse and accidents caused by reckless drivers or snow plows.
o Additional options are available upon request, such as strategic spares, consigned inventory, and customer training for on-site repairs and maintenance.
Repairs and Technical Support (for station owners and operators)
• ChargePoint shall provide station owner, installer, and partner support Monday –
Friday, 5 AM PST – 6 PM PST via a toll free number.
• ChargePoint shall provide one business day response time to station failures or
1 business day from parts arrival when required.
• ChargePoint shall maintain contracts with electricians across Colorado for carrying
out repairs throughout the state
• National Car Charging shall respond to all repair or support inquiries within one business day.
• National Car charging shall have technicians available based in the Denver metro area and
Durango.
Customer Service (for electric vehicle drivers)
• ChargePoint shall provide 24/7 toll-free live driver support in multiple languages, including
English, Spanish, and French for Level 2 units and English, German, and French for Level 3
units.
Training
• National Car Charging shall make in-person and webinar trainings available on request to station
owners and operators.
Commissioning
• National Car Charging shall commission all EVSE hardware and software sold through this
contract.
EXHIBIT C (1) L2 Public
Page 1
Amendment Contract Number CMS 173941
Order Code
Product Description
CO STATE
CONTRACT PRICE
Shipping
TOTAL PRICE
CT4000 Series
Hardware
CT4011-GW1 Single Output Gateway North America, Bollard Unit - 208/240V @30A with Cord Management $3,679 $165 $3,844
CT4013-GW1 Single Output Gateway North America, Wall Mount Unit - 208/240V @30A with Cord Management $3,679 $165 $3,844
CT4021-GW1 Dual Output Gateway Option USA, Bollard Unit - 208/240V @30A with Cord Management and Power Share $5,294 $165 $5,459
CT4023-GW1 Dual Output Gateway North America, Wall Mount Unit - 208/240V @30A with Cord Management $5,294 $165 $5,459
CT4025-GW1 Dual Output Gateway North America, Bollard Unit - 208/240V @30A with 8' Cord Management (23' Cords) $6,028 $165 $6,193
CT4027-GW1 Dual Output Gateway North America, Wall Mount Unit - 208/240V @30A with 8' Cord Management (23' Cords) $6,028 $165 $6,193
Hardware Accessories
CT4001-CCM
CT4000 Bollard Concrete Mounting Kit. Bolts: 5/8 - 11 x 9” F1554 Grade 55 hot-dipped galvanized threaded bolts
- 3 ea. Nuts: 5/8 - Heavy Galvanized Hex Nuts (DH Rated) - 12 ea. Washers: Galvanized Washers (ASTM F436) - 9 ea. Plastic Template - 1 ea
$73 $15 $88
CT4000-PMGMT CT4000 Power Management Kit. Allows both ports on a dual port station to share a single 40A circuit (Power Share). Also allows a CT4000 to be set up to operate at a lower current (Power Select). $45 $10 $55
Networking/Cloud Plans (per port)
CPCLD-COMMERCIAL-1
1yr Prepaid Commercial Cloud Plan. Prepaid Commercial Cloud Plan subscription with station management features
such as: Custom Video uploads and Automatic Software Updates, driver and fleet management features including:
Access Control and Pricing & Automatic Payment Collection, as well as energy and power management features
which include Power Sharing. Real-time dashboards and reports provided for applicable features. Station Activation purchase required.
$328
$ -
$328
CPCLD-COMMERCIAL-2
2yr Prepaid Commercial Cloud Plan. Prepaid Commercial Cloud Plan subscription with station management features
such as: Custom Video uploads and Automatic Software Updates, driver and fleet management features including:
Access Control and Pricing & Automatic Payment Collection, as well as energy and power management features
which include Power Sharing. Real-time dashboards and reports provided for applicable features. Station Activation purchase required.
$627
$ -
$627
CPCLD-COMMERCIAL-3
3yr Prepaid Commercial Cloud Plan. Prepaid Commercial Cloud Plan subscription with station management features
such as: Custom Video uploads and Automatic Software Updates, driver and fleet management features including:
Access Control and Pricing & Automatic Payment Collection, as well as energy and power management features
which include Power Sharing. Real-time dashboards and reports provided for applicable features. Station Activation purchase required.
$887
$ -
$887
CPCLD-COMMERCIAL-4
4yr Prepaid Commercial Cloud Plan. Prepaid Commercial Cloud Plan subscription with station management features
such as: Custom Video uploads and Automatic Software Updates, driver and fleet management features including: Access Control and Pricing & Automatic Payment Collection, as well as energy and power management features
which include Power Sharing. Real-time dashboards and reports provided for applicable features. Station Activation purchase required.
$1,116
$ -
$1,116
CPCLD-COMMERCIAL-5
5yr Prepaid Commercial Cloud Plan. Prepaid Commercial Cloud Plan subscription with station management features
such as: Custom Video uploads and Automatic Software Updates, driver and fleet management features including: Access Control and Pricing & Automatic Payment Collection, as well as energy and power management features
which include Power Sharing. Real-time dashboards and reports provided for applicable features. Station Activation purchase required.
$1,316
$ -
$1,316
DocuSign Envelope ID: 46224F6A-9687-4DA1-898E-869D68119EE2
EXHIBIT C (1) L2 Public
Page 2
Amendment Contract Number CMS 173941
Order Code
Product Description
CO STATE
CONTRACT PRICE
Shipping
TOTAL PRICE
CPCLD-ENTERPRISE-1
1yr Prepaid Enterprise Cloud Plan. Prepaid Enterprise Cloud Plan subscription with advanced station management features such as: Station Activation, Custom Video uploads, and Automatic Software Updates, driver and 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.
$455
$ -
$455
CPCLD-ENTERPRISE-2
2yr Prepaid Enterprise Cloud Plan. Prepaid Enterprise Cloud Plan subscription with advanced station management
features such as: Station Activation, Custom Video uploads, and Automatic Software Updates, driver and 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.
$864
$ -
$864
CPCLD-ENTERPRISE-3
3yr Prepaid Enterprise Cloud Plan. Prepaid Enterprise Cloud Plan subscription with advanced station management
features such as: Station Activation, Custom Video uploads, and Automatic Software Updates, driver and 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.
$1,225
$ -
$1,225
CPCLD-ENTERPRISE-4
4yr Prepaid Enterprise Cloud Plan. Prepaid Enterprise Cloud Plan subscription with advanced station management features such as: Station Activation, Custom Video uploads, and Automatic Software Updates, driver and 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.
$1,548
$ -
$1,548
CPCLD-ENTERPRISE-5
5yr Prepaid Enterprise Cloud Plan. Prepaid Enterprise Cloud Plan subscription with advanced station management
features such as: Station Activation, Custom Video uploads, and Automatic Software Updates, driver and 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.
$1,823
$ -
$1,823
Warranty Plans (per station)
CT4000-ASSURE1 1 prepaid year of ChargePoint Assure for CT4000 station. Includes Parts and Labor Warranty, Remote Technical Support, On-Site Repairs when needed, Unlimited Configuration Changes, and Reporting. $738 $ - $738
CT4000-ASSURE2 2 prepaid years of ChargePoint Assure for CT4000 station. Includes Parts and Labor Warranty, Remote Technical Support, On-Site Repairs when needed, Unlimited Configuration Changes, and Reporting. $1,406 $ - $1,406
CT4000-ASSURE3 3 prepaid years of ChargePoint Assure for CT4000 station. Includes Parts and Labor Warranty, Remote Technical Support, On-Site Repairs when needed, Unlimited Configuration Changes, and Reporting. $2,059 $ - $2,059
CT4000-ASSURE4 4 prepaid years of ChargePoint Assure for CT4000 station. Includes Parts and Labor Warranty, Remote Technical Support, On-Site Repairs when needed, Unlimited Configuration Changes, and Reporting. $2,454 $ - $2,454
CT4000-ASSURE5 5 prepaid years of ChargePoint Assure for CT4000 station. Includes Parts and Labor Warranty, Remote Technical Support, On-Site Repairs when needed, Unlimited Configuration Changes, and Reporting. $2,489 $ - $2,489
Additional Services
CPSUPPORT-ACTIVE
Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio
groups, custom groups, connections, access control, visibility control, pricing, reports and alerts. One time initial service per station. FREE with CT40000-ASSURE5.
$332 $ - $332
DocuSign Envelope ID: 46224F6A-9687-4DA1-898E-869D68119EE2
EXHIBIT C (1) L2 Public
Page 3
Amendment Contract Number CMS 173941
Order Code
Product Description
CO STATE
CONTRACT PRICE
Shipping
TOTAL PRICE
CT4000-INSTALLVALID
Customer works with their own contractor to perform the all construction to the point where the stations can be
bolted down and connected. ChargePoint will engage one of their O&M Partners to install the station on the prepared site and validation of electrical capacity, transformers, panels, breakers, wiring, cellular coverage and
that station installation meets all ChargePoint published requirements and local codes. CT4000-INSTALLVALID is priced per CT4000 station. Volume discounts available.
$1,140
$ -
$1,140
CPSUPPORT-SITEVALID
On-site validation for a customer not using an O&M Partner or self-validating Channel Partner to perform the
construction and station installation: used to validate the installation has been performed per ChargePoint published requirements. The on-site validation consists of checking electrical capacity, transformers, panels,
breakers, wiring, cellular coverage, and that the station installation meets all ChargePoint published requirements
and local codes. A site is defined as a group of stations that are installed within 150 feet of each other. A successful Site Validation is a prerequisite to purchase ChargePoint Assure. FREE with CT4000-ASSURE5.
CPSUPPORT-SITEVALID is priced for up to 5 stations that exist within the same 150 feet group of stations.
$569
$ -
$569
TURNKEY-INSTALL National Car Charging subcontrator performs full turnkey installation. Every site is unique, so this is a custom quote. Bid per job n/a Bid per job
General Terms and Conditions/Notes See contract number 142318 Order of Precedence 21 J:
1) Buyer is responsible for any incentive applications.
2) Prices do not include sales or other applicable taxes or any regulatory charges that may be imposed by any governmental authority.
3) Subscriptions for ChargePoint Services require acceptance of the terms and condition set forth in the Master Services and Subscription Agreement ("MSSA") as agreed to in Exhibit F CMS 164693.
4) Subscriptions for ChargePoint Services are effective commencing on the date on which a station is activated.
5) Customer is responsible for ensuring adequate cellular coverage for stations to communicate with network (generally -85db or stronger).
6) Assure warranty valid only upon successful Site Validation or Commissioning.
DocuSign Envelope ID: 46224F6A-9687-4DA1-898E-869D68119EE2
EXHIBIT C (1) L2 Fleet
Page 4
Amendment Contract Number CMS 173941
Order Code
Product Description
CO STATE
CONTRACT PRICE
Shipping
TOTAL
PRICE
CPF Series (Fleet Only)
Hardware
CPF50-L18 Single Port, Wall Mount, 50A, Type 1, Cable 18', Single Phase Charger. Unit ships in 1 box. See invoice or packing slip for details. $1,102 $33 $1,135
CPF50-L23 Single Port, Wall Mount, 50A, Type 1, Cable 23', Single Phase Charger. Unit ships in 1 box. See invoice or packing slip for details. $1,139 $33 $1,172
CPF50-L18-PEDMNT Single Port, Pedestal Mount, 50A, Type 1, Cable 18', Single Phase Charger. Unit ships in 4 box. See invoice or packing slip for details. $1,836 $85 $1,921
CPF50-L23-PEDMNT Single Port, Pedestal Mount, 50A, Type 1, Cable 23', Single Phase Charger. Unit ships in 4 separate boxes. See invoice or packing slip for details. $1,873 $85 $1,958
CPF50-L18-PEDMNT-CMK6 Single Port, Pedestal Mount, 50A, Type 1, Cable 18', Single Phase Charger with 6' Cable Management Kit. Unit ships in 5 separate boxes. See invoice or packing slip for details. $2,299 $120 $2,419
CPF50-L23-PEDMNT-CMK8 Single Port, Pedestal Mount, 50A, Type 1, Cable 23', Single Phase Charger with 8' Cable Management Kit. Unit ships in 5 separate boxes. See invoice or packing slip for details. $2,774 $130 $2,904
CPF50-L18 WALLMNT-CMK6 Single Port, Wall Mount, 50A, Type 1, Cable 18', Single Phase Charger. Unit ships in 3 separate boxes. See invoice or packing slip for details. $1,931 $145 $2,076
CPF50-L23 WALLMNT-CMK8 Single Port, Wall Mount, 50A, Type 1, Cable 23', Single Phase Charger with 8' Cable Management Kit. Unit ships in 3 separate boxes. See invoice or packing slip for details. $2,407 $155 $2,562
CPF50-L18-PEDMNT- Dual Dual Port, Pedestal Mount, 50A, Type 1, Cable 18', Single Phase Charger. Unit ships in 5 separate boxes. See invoice or packing slip for details. $2,771 $115 $2,886
CPF50-L23-PEDMNT-Dual Dual Port, Pedestal Mount, 50A, Type 1, Cable 23', Single Phase Charger. Unit ships in 5 separate boxes. See invoice or packing slip for details. $2,846 $115 $2,961
CPF50-L18-PEDMNT-CMK6-Dual Dual Port, Pedestal Mount, 50A, Type 1, Cable 18', Single Phase Charger with Cable Management Kit. Unit ships in 6 separate boxes. See invoice or packing slip for details. $3,417 $155 $3,572
CPF50-L23-PEDMNT-CMK8-Dual Dual Port, Pedestal Mount, 50A, Type 1, Cable 23', Single Phase Charger with 8' Cable Management Kit. Unit ships in 6 separate boxes. See invoice or packing slip for details. $3,934 $165 $4,099
CPGW1-LTE
The ChargePoint Gateway provides connectivity for CPF25 and CPF50 to ChargePoint's Cloud via a cell to Wi-Fi
modem. One gateway can provide connectivity up-to 9 CPF25/CPF50 ports that are within 150 feet line of sight of
the gateway. A gateway must be ordered for a new site, or if the site exceeds more than 9 ports, or if the CPF25/CPF50 is installed more than 150 feet from the existing gateway.
$0
$15
$15
Networking/Cloud Plans (per port)
CPCLD-POWER-1
1yr Prepaid Power Cloud Plan. Prepaid Power Cloud Plan subscription with station management features such as
Basic Fleet Vehicle Management, Automatic Software Updates, and basic Power Sharing. Real-time dashboards and reports provided for applicable features. Station Activation purchase required.
$218 $0 $218
CPCLD-POWER-2
2yr Prepaid Power Cloud Plan. Prepaid Power Cloud Plan subscription with station management features such as
Basic Fleet Vehicle Management, Automatic Software Updates, and basic Power Sharing. Real-time dashboards and reports provided for applicable features. Station Activation purchase required.
$418 $0 $418
CPCLD-POWER-3
3yr Prepaid Power Cloud Plan. Prepaid Power Cloud Plan subscription with station management features such as
Basic Fleet Vehicle Management, Automatic Software Updates, and basic Power Sharing. Real-time dashboards and reports provided for applicable features. Station Activation purchase required.
$589 $0 $589
CPCLD-POWER-4
4yr Prepaid Power Cloud Plan. Prepaid Power Cloud Plan subscription with station management features such as
Basic Fleet Vehicle Management, Automatic Software Updates, and basic Power Sharing. Real-time dashboards
and reports provided for applicable features. Station Activation purchase required.
$736 $0 $736
DocuSign Envelope ID: 46224F6A-9687-4DA1-898E-869D68119EE2
EXHIBIT C (1) L2 Fleet
Page 4
Amendment Contract Number CMS 173941
Order Code
Product Description
CO STATE
CONTRACT PRICE
Shipping
TOTAL
PRICE
CPCLD-POWER-5 5yr Prepaid Power Cloud Plan. Prepaid Power Cloud Plan subscription with station management features such as Basic Fleet Vehicle Management, Automatic Software Updates, and basic Power Sharing. Real-time dashboards and reports provided for applicable features. Station Activation purchase required. $879 $0 $879
Warranty Plans (per station)
CPF-ASSURE1 1 prepaid year of ChargePoint Assure for CPF station. Includes Parts and Labor Warranty, Remote Technical Support, On-Site Repairs when needed, Unlimited Configuration Changes, and Reporting. $200 $0 $200
CPF-ASSURE2 2 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. $352 $0 $352
CPF-ASSURE3 3 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. $508 $0 $508
CPF-ASSURE4 4 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. $660 $0 $660
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. $675 $0 $675
Additional Services
CPF-ACTIVE Fleet Application Only - Initial Station Activation & Configuration Service - Activation of cloud services and configuration of radio groups, custom groups, connections, access control, visibility control, pricing, reports and alerts. One time initial service per station port. FREE with CPF-ASSURE5.
$95 $0 $95
CPSUPPORT-SITEVALID
Site Validation is a service to validate that a customer installation has been performed per ChargePoint published
requirements. Customer works with their own contractor to perform the construction and station installation. The
service includes the on-site validation of electrical capacity, transformers, panels, breakers, wiring, cellular coverage and that the station installation meets all ChargePoint published requirements and local codes. Site-
Validation services are required when the customer is not using an O&M Partner or self-validating Channel Partner
to install their stations. Note, a failed Site Validation will incur a second validation fee to repeat the validation after the site deficiencies are corrected. A successful Site Validation is a prerequisite to purchase any ChargePoint Maintenance Plan. FREE with CPF-ASSURE5.
$569
$0
$569
CPF-INSTALLVALID
Customer works with their own contractor to perform the all construction to the point where the stations can be
bolted down and connected. ChargePoint will engage one of their O&M Partners to install the station on the
prepared site and validation of electrical capacity, transformers, panels, breakers, wiring, cellular coverage and that station installation meets all ChargePoint published requirements and local codes. INSTALLVALID is priced per CPF station. A successful Site Validation is a prerequisite to purchase ChargePoint Assure.
$1,140
$0
$1,140
TURNKEY-INSTALL National Car Charging subcontrator performs full turnkey installation. Every site is unique, so this is a custom quote. Bid per job n/a Bid per job
1) General Terms and Conditions/Notes See contract number 142318 Order of Precedence 21 J:
2) Buyer is responsible for any incentive applications.
3) Prices do not include sales or other applicable taxes or any regulatory charges that may be imposed by any governmental authority.
4) Subscriptions for ChargePoint Services require acceptance of the terms and condition set forth in the Master Services and Subscription Agreement ("MSSA") as agreed to in Exhibit F CMS 164693.
5) Subscriptions for ChargePoint Services are effective commencing on the date on which a station is activated
6) Customer is responsible for ensuring adequate cellular coverage for stations to communicate with network (generally -85db or stronger).
7) Assure warranty valid only upon successful Site Validation or Commissioning.
DocuSign Envelope ID: 46224F6A-9687-4DA1-898E-869D68119EE2
EXHIBIT C (1) DC Basic
Page 6
Amendment Contract Number CMS 173941
Order Code
Product Description
CO STATE
CONTRACT
PRICE
Shipping
TOTAL
PRICE
CPE250 Series
Hardware
CPE250C-625-CCS1-CHD ChargePoint Express 250 Station (62.5 kW) - includes Express 250 Station, 2x Power Modules, 1x CCS1 cable, 1x
CHAdeMO cable, North America Modem/SIM, cUL and UL listed, requires DC-UNIVERSAL-CMT-METRIC. $37,455 $1,000 $38,455
CPE250C-625-CCS1-200A-CHD
ChargePoint Express 250 Station (62.5 kW) - includes Express 250 Station, 2x Power Modules, 1x CCS1 200A cable,
1x CHAdeMO cable, North America Modem/SIM, cUL and UL listed, requires DC-UNIVERSAL-CMT-METRIC. Includes liquid-cooled CCS cable required for pairing.
$37,455 $1,000 $38,455
CPE250C-625-CCS1-CHD-FTA
ChargePoint Express 250 Station (62.5 kW) - includes Express 250 Station, 2x Power Modules, 1x CCS1 200A cable,
1x CHAdeMO cable, North America Modem/SIM, cUL and UL listed, requires DC-UNIVERSAL-CMT-METRIC. Buy America compliant.
$42,135 $1,000 $43,135
CPE250C-625-CCS1-200A-FTA
ChargePoint Express 250 Station (62.5 kW) - includes Express 250 Station, 2x Power Modules, 1x CCS1 200A cable,
1x CHAdeMO cable, North America Modem/SIM, cUL and UL listed, requires DC-UNIVERSAL-CMT-METRIC. Includes liquid-cooled CCS cable required for pairing. Buy America compliant.
$42,288 $1,000 $43,288
CPE250C-625-CCS1-200A-CHD-FHWA BUY AMERICA FHWA compliant. ChargePoint Express 250 Station (62.5 kW) - includes Express 250 Station, 2x
Power Modules, 1x CCS1 200A cable, 1x CHAdeMO cable, North America Modem/SIM, cUL and UL listed $43,053 $1,000 $44,053
CPE250C-625-CCS1-200A-FHWA BUY AMERICA FHWA compliant. CP Express 250 Station (62.5 kW) - includes Express 250 Station, 2x Power Modules, 1x 200A CCS1 cable, North America Modem/SIM, cUL and UL listed. $43,053 $1,000 $44,053
DC-UNIVERSAL-CMT-METRIC
Concrete Mounting Template used for the base mounting for the CPE250 and Express Plus Stations and is used to
align conduits and mounting bolts. This template is to be installed into the foundation before the concrete pad is poured.
Metric Units. Included with the CPE250. Required for CPE200 swap to CPE250. If replacement CMT is needed, order CPE250-CMT-METRIC-RP
$ -
$40
$40
DC-UNIVERSAL-CMT-METRIC-FHWA
Concrete Mounting Template used for the base mounting for the CPE250 and Express Plus Stations and is used to
align conduits and mounting bolts. This template is to be installed into the foundation before the concrete pad is poured.
Metric Units. Included with the CPE250. Required for CPE200 swap to CPE250. If replacement CMT is needed, order CPE250-CMT-METRIC-RP. Buy America compliant
$ -
$40
$40
CPE250-PAIRINGKIT-F The kit required for each CPE250 station that is to be installed in a paired configuration. $486 $0 $486
CPE250-TOOLKIT-F CPE250 Tool Kit $0 $0 $0
CPE250-SCEK-METRIC The CPE250-SCEK-METRIC provides access to the CPE250 for above ground conduit installations. Includes base
and replacement panels. $3,351 $40 $3,391
CPE250-Adapter Adapter that allows a CPE250 to be installed on a concrete base/pad designed for CPE200, Black $734 $40 $774
CPE250-CMT-METRIC-RP
Concrete Mounting Template used for the base mounting for the CPE250 and Express Plus Stations and is used to
align conduits and mounting bolts. This template is to be installed into the foundation before the concrete pad is poured.
Imperial Units (feet and inches).. Included with the CPE250. Required for CPE200 swap to CPE250. If
replacement CMT is needed, order CPE250-CMT-IMPERIAL-RP
$733
$40
$773
Networking/Cloud Plans (per station)
CPCLD-ENTERPRISE-DC-1
1yr Prepaid Enterprise Cloud Plan. Prepaid Enterprise Cloud Plan subscription with advanced station management
features such as: Station Activation, Custom Video uploads, and Automatic Software Updates, driver and 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.
$1,139
$0
$1,139
DocuSign Envelope ID: 46224F6A-9687-4DA1-898E-869D68119EE2
EXHIBIT C (1) DC Basic
Page 7
Amendment Contract Number CMS 173941
Order Code
Product Description
CO STATE
CONTRACT
PRICE
Shipping
TOTAL
PRICE
CPCLD-ENTERPRISE-DC-2
2yr Prepaid Enterprise Cloud Plan. Prepaid Enterprise Cloud Plan subscription with advanced station management
features such as: Station Activation, Custom Video uploads, and Automatic Software Updates, driver and 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.
$2,165
$0
$2,165
CPCLD-ENTERPRISE-DC-3
3yr Prepaid Enterprise Cloud Plan. Prepaid Enterprise Cloud Plan subscription with advanced station management
features such as: Station Activation, Custom Video uploads, and Automatic Software Updates, driver and 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.
$3,077
$0
$3,077
CPCLD-ENTERPRISE-DC-4
4yr Prepaid Enterprise Cloud Plan. Prepaid Enterprise Cloud Plan subscription with advanced station management
features such as: Station Activation, Custom Video uploads, and Automatic Software Updates, driver and 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.
$3,875
$0
$3,875
CPCLD-ENTERPRISE-DC-5
5yr Prepaid Enterprise Cloud Plan. Prepaid Enterprise Cloud Plan subscription with advanced station management
features such as: Station Activation, Custom Video uploads, and Automatic Software Updates, driver and 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.
$4,559
$0
$4,559
Warranty Plans (per station)
CPE250-ASSURE-1 1 prepaid year of ChargePoint Assure for CPE250 station. Includes Parts and Labor Warranty, Remote Technical Support, On-Site Repairs when needed, Unlimited Configuration Changes, and Reporting. $4,190 $0 $4,190
CPE250-ASSURE-2 2 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. $7,980 $0 $7,980
CPE250-ASSURE-3 3 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. $11,072 $0 $11,072
CPE250-ASSURE-4 4 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. $13,566 $0 $13,566
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. $15,461 $0 $15,461
Additional Services
CPSUPPORT-ACTIVE
Initial Station Activation & Configuration Service includes activation of cloud services and configuration of radio
groups, custom groups, connections, access control, visibility control, pricing, reports and alerts. One time initial
service per station.
$332 $0 $332
CPE250-COMMISSIONING
This service includes on-site validation of electrical capacity, transformers, panels, breakers, wiring, cellular coverage
so that the station meets all ChargePoint and local code requirements. 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.
$855
$0
$855
DocuSign Envelope ID: 46224F6A-9687-4DA1-898E-869D68119EE2
EXHIBIT C (1) DC Basic
Page 8
Amendment Contract Number CMS 173941
Order Code
Product Description
CO STATE
CONTRACT
PRICE
Shipping
TOTAL
PRICE
CPE250C-625-ENABLE Enable upgrade of CPE250 from 50 kW to 62.5 kW $4,750 $0 $4,750
TURNKEY-INSTALL National Car Charging subcontrator performs full turnkey installation. Every site is unique, so this is a custom quote. Bid per job n/a Bid per job
General Terms and Conditions/Notes See contract number 142318 Order of Precedence 21 J:
Buyer is responsible for any incentive applications.
1) Prices do not include sales or other applicable taxes or any regulatory charges that may be imposed by any governmental authority.
2) Subscriptions for ChargePoint Services require acceptance of the terms and condition set forth in the Master Services and Subscription Agreement ("MSSA") as agreed to in Exhibit F CMS 164693.
3) Subscriptions for ChargePoint Services are effective commencing on the date on which a station is activated
4) Customer is responsible for ensuring adequate cellular coverage for stations to communicate with network (generally -85db or stronger).
5) Assure warranty valid only upon successful Site Validation or Commissioning.
DocuSign Envelope ID: 46224F6A-9687-4DA1-898E-869D68119EE2
Colorado State Contract Pricing
EXHIBIT C (1)
DC Modular
Page 9
Amendment Contract Number CMS 173941
Order Code
Product Description
CO STATE
CONTRACT PRICE
Shipping
TOTAL
PRICE
Express Plus (Public Facing)
POWER BLOCK
EXPP-PB1000-500A-PD
The Power Block is the physical enclosure for Power Modules. A Power Block can hold up to 5 Power Modules,
Power Modules sold separately. EXPP-BLOCK-500A-PD is rated for 500A. The Power Block Mounting Kit (EXPP- BLOCK-CMT) is required but not included.
$23,393 $1,000 $24,393
EXPP-PB1000-CMT Metal bracket required for proper alignment of conduits and bolt locations for positioning CP Express Power Block. Required for Power Block. Power Block sold separately. $0 $25 $25
EXPP-PM-40KW 40 kW Power Module for use in Power Block (Priced per power Module) NOTE: (1=40kW, 2=80kW, 3=120kW, 4=160kW, 5=200kW) $10,260 $200 $10,460
EXPP-BLOCK-COMMISSIONING
The Commissioning service includes on-site validation of electrical capacity, transformers, panels, breakers, wiring, and that the Express Plus Power Block installation meets all ChargePoint published requirements and local codes. A
final Commissioning Report will be provided to the customer. Note that if Commissioning cannot be performed to
completion due to site or installation deficiencies, the customer will incur a rescheduling fee to repeat the service after site deficiencies are corrected.
$1,436
$0
$1,436
ASSURE
EXPP-BLOCK-ASSURE-1 1 prepaid year of ChargePoint Assure for EXPP-BLOCK. $7,182 $0 $7,182
EXPP-BLOCK-ASSURE-2 2 prepaid year of ChargePoint Assure for EXPP-BLOCK. $13,925 $0 $13,925
EXPP-BLOCK-ASSURE-3 3 prepaid year of ChargePoint Assure for EXPP-BLOCK. $19,810 $0 $19,810
EXPP-BLOCK-ASSURE-4 4 prepaid year of ChargePoint Assure for EXPP-BLOCK. $25,576 $0 $25,576
EXPP-BLOCK-ASSURE-5 5 prepaid year of ChargePoint Assure for EXPP-BLOCK. $30,873 $0 $30,873
CHARGING STATION/DISPENSER
EXPP-PL1021A-5A1S1-2A3S1
Express Plus Power Link PL1000 series, North America, 1x CCS1 350A 4.5m cable, 1x CHAdeMO 200A 4.5m
cable, 2 Holsters, 2.4m Cable management kit, Pedestal, 200mm (8") Touch Display, Camera, ChargePoint
signage, Contactless credit card and RFID reader, Cellular/WiFi, UL listed, Single input, 1 year warranty. Requires at least one Power Block with Power Modules
$22,469
$1,000
$23,469
EXPP-PL1011A-5A1S1
Express Plus Power Link PL1000 series, North America, 1x CCS1 350A 4.5m cable, 1 Holster, 2.4m Cable
management kit, Pedestal, 200mm (8") Touch Display, Camera, ChargePoint signage, Contactless credit card and RFID reader, Cellular/WiFi, UL listed, 1 year warranty. Requires at least one Power Block with Power Modules
$18,776
$1,000
$19,776
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 and PDD series.
$0 $40 $40
EXPP-PL1000-COMMISSIONING
The Commissioning service includes on-site validation of electrical capacity, transformers, panels, breakers, wiring, cellular coverage and that the station installation meets all ChargePoint published requirements and local codes.
In addition to verifying and testing the installation, the Commissioning service includes ensuring the ChargePoint
station is connected to the ChargePoint network, to properly establish communications, ensure the software is up
to date, and perform pairing configuration, if required. In conjunction with Commissioning, 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 to
completion due to site or installation deficiencies, the customer will incur a rescheduling fee to repeat the service after site deficiencies are corrected.
$770
$0
$770
DocuSign Envelope ID: 46224F6A-9687-4DA1-898E-869D68119EE2
Colorado State Contract Pricing
EXHIBIT C (1)
DC Modular
Page 10
Amendment Contract Number CMS 173941
Order Code
Product Description
CO STATE
CONTRACT PRICE
Shipping
TOTAL
PRICE
Prepaid Enterprise Cloud Plan subscription with advanced station management features such as: Station Activation, Custom Video uploads, and
Automatic Software Updates, driver and fleet management features including: Access Control and Pricing & Automatic Payment Collection, as well as NETWORK SERVICES 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. Network Services are
based on per Power Link.
CPCLD-ENTERPRISE-EXPP-1 1 Prepaid Year Enterprise Cloud Plan $1,495 $0 $1,495
CPCLD-ENTERPRISE-EXPP-2 2 Prepaid Year Enterprise Cloud Plan $2,842 $0 $2,842
CPCLD-ENTERPRISE-EXPP-3 3 Prepaid Year Enterprise Cloud Plan $4,039 $0 $4,039
CPCLD-ENTERPRISE-EXPP-4 4 Prepaid Year Enterprise Cloud Plan $5,086 $0 $5,086
CPCLD-ENTERPRISE-EXPP-5 5 Prepaid Year Enterprise Cloud Plan $5,984 $0 $5,984
ASSURE
EXPP-PL1000-DC-ASSURE-1 1 prepaid year of ChargePoint Assure for the Dual Cable EXPP-PL1000. $1,885 $0 $1,885
EXPP-PL1000-DC-ASSURE-2 2 prepaid year of ChargePoint Assure for the Dual Cable EXPP-PL1000. $3,358 $0 $3,358
EXPP-PL1000-DC-ASSURE-3 3 prepaid year of ChargePoint Assure for the Dual Cable EXPP-PL1000. $5,207 $0 $5,207
EXPP-PL1000-DC-ASSURE-4 4 prepaid year of ChargePoint Assure for the Dual Cable EXPP-PL1000. $6,703 $0 $6,703
EXPP-PL1000-DC-ASSURE-5 5 prepaid year of ChargePoint Assure for the Dual Cable EXPP-PL1000. $8,130 $0 $8,130
Express Plus (Fleet Only)
POWER BLOCK
EXPP-PB1000-500A-PD The Power Block is the physical enclosure for Power Modules. A Power Block can hold up to 5 Power Modules, Power Modules sold separately. EXPP-BLOCK-500A-PD is rated for 500A. The Power Block Mounting Kit (EXPP- $23,393 $1,000 $24,393
EXPP-PB1000-CMT Metal bracket required for proper alignment of conduits and bolt locations for positioning CP Express Power Block. Required for Power Block. Power Block sold separately. $0 $40 $40
EXPP-PM-40KW 40 kW Power Module for use in Power Block (Priced per power Module) $10,260 $200 $10,460
EXPP-BLOCK-COMMISSIONING
The Commissioning service includes on-site validation of electrical capacity, transformers, panels, breakers, wiring,
and that the Express Plus Power Block installation meets all ChargePoint published requirements and local codes. A
final Commissioning Report will be provided to the customer. Note that if Commissioning cannot be performed to
completion due to site or installation deficiencies, the customer will incur a rescheduling fee to repeat the service after site deficiencies are corrected.
$1,436
$0
$1,436
ASSURE
EXPP-BLOCK-ASSURE-1 1 prepaid year of ChargePoint Assure for EXPP-BLOCK. $7,182 $0 $7,182
EXPP-BLOCK-ASSURE-2 2 prepaid year of ChargePoint Assure for EXPP-BLOCK. $13,925 $0 $13,925
EXPP-BLOCK-ASSURE-3 3 prepaid year of ChargePoint Assure for EXPP-BLOCK. $19,810 $0 $19,810
EXPP-BLOCK-ASSURE-4 4 prepaid year of ChargePoint Assure for EXPP-BLOCK. $25,576 $0 $25,576
EXPP-BLOCK-ASSURE-5 5 prepaid year of ChargePoint Assure for EXPP-BLOCK. $30,873 $0 $30,873
CHARGING STATION/DISPENSER
DocuSign Envelope ID: 46224F6A-9687-4DA1-898E-869D68119EE2
Colorado State Contract Pricing
EXHIBIT C (1)
DC Modular
Page 11
Amendment Contract Number CMS 173941
Order Code
Product Description
CO STATE
CONTRACT PRICE
Shipping
TOTAL
PRICE
EXPP-PL1011X-2A1S1
Express Plus Power Link PL1000 series, North America, 1x CCS1 200A 4.5m cable, 1 Holster, 2.4m Cable
management kit, Pedestal, RFID reader, Cellular/Wi-Fi, UL listed, Single input, 1 year warranty. Requires at least one Power Block with Power Modules
$14,261 $1,000 $15,261
EXPP-PL1011X-5A1S1
Express Plus Power Link PL1000 series, North America, 1x CCS1 350A 4.5m cable, 1 Holster, 2.4m Cable
management kit, Pedestal, RFID reader, Cellular/Wi-Fi, UL listed, Single input, 1 year warranty. Requires at least one Power Block with Power Modules $18,365 $1,000 $19,365
EXPP-PL1021X-2A1S1-2A1S1 Express Plus Power Link PL1000 series, North America, 2x CCS1 200A 4.5m cable, 2 Holsters, 2.4m Cable management kit, Pedestal, RFID reader, Cellular/Wi-Fi, UL listed, Single input, 1 year warranty. Requires at least one Power Block with Power Modules $18,365 $1,000 $19,365
EXPP-PL1021X-5A1S1-5A1S1 Express Plus Power Link PL1000 series, North America, 2x CCS1 350A 4.5m cable, 2 Holsters, 2.4m Cable management kit, Pedestal, RFID reader, Cellular/Wi-Fi, UL listed, Single input, 1 year warranty. Requires at least one Power Block with Power Modules $22,059 $1,000 $23,059
EXPP-PL1014X-5A1M00
Express Plus Power Link PL1000 series, North America, DC station, 1x CCS1 350A 7.6m cable, Gantry mount,
ChargePoint signage, RFID reader, Cellular/WiFi, UL listed, Single input, 1 year warranty. Requires at least one Power Block with Power Modules
$19,391 $500 $19,891
EXPP-PL1024X-5A1M00
Express Plus Power Link PL1000 series, North America, DC station, 2x CCS1 350A 7.6m cable, Gantry mount,
ChargePoint signage, RFID reader, Cellular/WiFi, UL listed, Single input, 1 year warranty. Requires at least one Power Block with Power Modules
$25,547 $500 $26,047
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 and PDD series.
$0 $40 $40
EXPP-PL1000-COMMISSIONING
The Commissioning service includes on-site validation of electrical capacity, transformers, panels, breakers, wiring,
cellular coverage and that the station installation meets all ChargePoint published requirements and local codes. In addition to verifying and testing the installation, the Commissioning service includes ensuring the ChargePoint
station is connected to the ChargePoint network, to properly establish communications, ensure the software is up
to date, and perform pairing configuration, if required. In conjunction with Commissioning, 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 to
completion due to site or installation deficiencies, the customer will incur a rescheduling fee to repeat the service after site deficiencies are corrected.
$770
$0
$770
Prepaid Enterprise Cloud Plan subscription with advanced station management features such as: Station Activation, Custom Video uploads, and Automatic Software Updates, driver and fleet management features including: Access Control and Pricing & Automatic Payment Collection, as well as NETWORK SERVICES 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. Network services priced
per port.
CPCLD-FLEETENT-EXPP-1 1 Prepaid Year Fleet Enterprise Cloud Plan $1,296 $0 $1,296
CPCLD-FLEETENT-EXPP-2 2 Prepaid Year Fleet Enterprise Cloud Plan $2,463 $0 $2,463
CPCLD-FLEETENT-EXPP-3 3 Prepaid Year Fleet Enterprise Cloud Plan $3,500 $0 $3,500
CPCLD-FLEETENT-EXPP-4 4 Prepaid Year Fleet Enterprise Cloud Plan $4,408 $0 $4,408
CPCLD-FLEETENT-EXPP-5 5 Prepaid Year Fleet Enterprise Cloud Plan $5,186 $0 $5,186
ASSURE
EXPP-PL1000-SC-ASSURE-1 1 prepaid year of ChargePoint Assure for the Single Cable EXPP-PL1000. $1,586 $0 $1,586
EXPP-PL1000-SC-ASSURE-2 2 prepaid year of ChargePoint Assure for the Single Cable EXPP-PL1000. $3,072 $0 $3,072
DocuSign Envelope ID: 46224F6A-9687-4DA1-898E-869D68119EE2
Colorado State Contract Pricing
EXHIBIT C (1)
DC Modular
Page 12
Amendment Contract Number CMS 173941
Order Code
Product Description
CO STATE
CONTRACT PRICE
Shipping
TOTAL
PRICE
EXPP-PL1000-SC-ASSURE-3 3 prepaid year of ChargePoint Assure for the Single Cable EXPP-PL1000. $4,369 $0 $4,369
EXPP-PL1000-SC-ASSURE-4 4 prepaid year of ChargePoint Assure for the Single Cable EXPP-PL1000. $5,666 $0 $5,666
EXPP-PL1000-SC-ASSURE-5 5 prepaid year of ChargePoint Assure for the Single Cable EXPP-PL1000. $6,833 $0 $6,833
EXPP-PL1000-DC-ASSURE-1 1 prepaid year of ChargePoint Assure for the Dual Cable EXPP-PL1000. $1,885 $0 $1,885
EXPP-PL1000-DC-ASSURE-2 2 prepaid year of ChargePoint Assure for the Dual Cable EXPP-PL1000. $3,358 $0 $3,358
EXPP-PL1000-DC-ASSURE-3 3 prepaid year of ChargePoint Assure for the Dual Cable EXPP-PL1000. $5,207 $0 $5,207
EXPP-PL1000-DC-ASSURE-4 4 prepaid year of ChargePoint Assure for the Dual Cable EXPP-PL1000. $6,703 $0 $6,703
EXPP-PL1000-DC-ASSURE-5 5 prepaid year of ChargePoint Assure for the Dual Cable EXPP-PL1000. $8,130 $0 $8,130
1) General Terms and Conditions/Notes See contract number 142318 Order of Precedence 21 J:
2) Buyer is responsible for any incentive applications.
3) Prices do not include sales or other applicable taxes or any regulatory charges that may be imposed by any governmental authority.
4) Subscriptions for ChargePoint Services require acceptance of the terms and condition set forth in the Master Services and Subscription Agreement ("MSSA") as agreed to in Exhibit F CMS 164693.
5) Subscriptions for ChargePoint Services are effective commencing on the date on which a station is activated
6) Customer is responsible for ensuring adequate cellular coverage for stations to communicate with network (generally -85db or stronger).
7) Assure warranty valid only upon successful Site Validation or Commissioning.
DocuSign Envelope ID: 46224F6A-9687-4DA1-898E-869D68119EE2
Certificate Of Completion
Envelope Id: 6A64DFA2964F4A8A8BB697BD3CFE7680 Status: Completed
Subject: National Car Charging, LLC | Pitkin County Contract 011.24 for Review and Signature
Source Envelope:
Document Pages: 139 Signatures: 6 Envelope Originator:
Certificate Pages: 5 Initials: 0 Pitkin County Procurement
AutoNav: Enabled
EnvelopeId Stamping: Disabled
Time Zone: (UTC-07:00) Mountain Time (US & Canada)
530 East Main Street
Suite 203
Aspen, CO 81611
Procurement@PitkinCounty.com
IP Address: 69.170.199.99
Record Tracking
Status: Original
10/31/2024 2:39:50 PM
Holder: Pitkin County Procurement
Procurement@PitkinCounty.com
Location: DocuSign
Signer Events Signature Timestamp
Matt Bergstresser
matt.bergstresser@pitkincounty.com
Fleet Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 73.203.51.49
Signed using mobile
Sent: 10/31/2024 2:43:41 PM
Viewed: 11/1/2024 9:48:56 AM
Signed: 11/1/2024 9:49:34 AM
Electronic Record and Signature Disclosure:
Accepted: 11/1/2024 9:48:56 AM
ID: 1eee62fa-4a47-45e2-9c09-7ce42547f8fc
Company Name: Pitkin County, Colorado
Brian Pettet
Brian.Pettet@PitkinCounty.com
Public Works Director
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 73.3.200.137
Signed using mobile
Sent: 11/1/2024 9:49:37 AM
Viewed: 11/1/2024 9:53:04 AM
Signed: 11/1/2024 9:53:57 AM
Electronic Record and Signature Disclosure:
Accepted: 11/8/2024 3:49:50 PM
ID: 2f56af1f-c99b-4743-b2e9-444bbbabfa46
Company Name: Pitkin County, Colorado
Jim Burness
jburness@nationalcarcharging.com
CEO/GM
National Car Charging LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 73.169.102.66
Sent: 11/1/2024 9:53:59 AM
Viewed: 11/8/2024 10:13:44 AM
Signed: 11/8/2024 10:14:12 AM
Electronic Record and Signature Disclosure:
Accepted: 11/8/2024 10:13:44 AM
ID: b18733a6-4e93-4e7c-bc75-117d3bdaf9f8
Company Name: Pitkin County, Colorado
Rich Englehart
rich.englehart@pitkincounty.com
Deputy County Manager
Pitkin County
Signing Group: County Manager Group
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.103.36.129
Sent: 11/8/2024 10:14:15 AM
Viewed: 11/12/2024 9:30:54 AM
Signed: 11/12/2024 9:31:08 AM
Signer Events Signature Timestamp
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Pitkin County Procurement
procurement@pitkincounty.com
Procurement Specialist
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 11/12/2024 9:31:11 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Accounts Payable
AP@pitkincounty.com
Accounts Payable
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 11/12/2024 9:31:12 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 10/31/2024 2:43:41 PM
Certified Delivered Security Checked 11/12/2024 9:30:54 AM
Signing Complete Security Checked 11/12/2024 9:31:08 AM
Completed Security Checked 11/12/2024 9:31:12 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Pitkin County (we, us or Pitkin County) may be required by law to provide
you with certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically when we send you documents for
electronic signature.
Acknowledging your Access, Intent, and Consent to Receive and Sign Materials
Electronically
To confirm that you can access this information electronically, which will be similar to other
electronic notices and disclosures that we will provide to you, please verify that you were able to
read this electronic disclosure and that you also were able to print on paper or electronically save
this page for your future reference and access or that you were able to e-mail this disclosure and
consent to an address where you will be able to print on paper or save it for your future reference
and access. Further, if you consent to receive notices and disclosures exclusively in electronic
format on the terms and conditions described above, please let us know by clicking the 'I agree'
button below.
By checking the 'I Agree' box, I confirm that:
I am establishing my intent to be bound to the transaction, and indicating that I am fully
aware of the purpose for which the signature is being provided.
I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
Until or unless I notify Pitkin County as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgments, and other documents that are required to be provided or made
available to me by Pitkin County during the course of my relationship with you.
Signing Documents without a Pitkin County DocuSign Account:
Pitkin County may not require all document signers to be authorized users of the Pitkin County
DocuSign Account. Please read the information below carefully and thoroughly, and if you can
access this information electronically to your satisfaction and agree to these terms and
conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this
document. When you don't have a DocuSign account, you will be provided the opportunity to
agree to the Legal Disclosure each time you open an "envelope" for signing, at this time, you can
download and retain this disclosure. Pitkin County will forward completed documents that
you've reviewed, processed or signed via email. Should you require copies of these signed
documents (e.g., if they get deleted from your email account) you should request those
documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin
County custodian who sent you the document for signature.
Signing Documents with a Pitkin County DocuSign Account:
Electronic Record and Signature Disclosure created on: 3/20/2020 3:28:13 PM
Parties agreed to: Matt Bergstresser, Brian Pettet, Jim Burness
Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to these terms and conditions, please
confirm your agreement by clicking the 'I agree' button at the bottom of this document.
Getting paper or electronic copies
At any time, you may request from us a paper or electronic copy of any record provided or made
available electronically to you by us. For such copies, as long as you are an authorized user of
the DocuSign system you will have the ability to download and print any documents we send to
you through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper or
electronic copies of any such documents from our office to you, you may be charged a per-page
fee. You may request delivery of such paper or electronic copies from us by following the
procedure described below.
Withdrawing your consent
If you are an authorized DocuSign Account holder, you can decide to receive notices and
disclosures from us electronically, you may at any time change your mind and tell us that
thereafter you want to receive required notices and disclosures only in paper format. Described
below is the process for informing us of your decision to receive future notices and disclosure in
paper format and also how to withdraw your consent to receive notices and disclosures
electronically.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign user account to receive required notices and consents electronically from us or to sign
electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgments, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Pitkin County:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to Helpdesk@provelocity.com
To advise Pitkin County of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at Helpdesk@provelocity.com and
in the body of such request you must state: your previous e-mail address, your new e-mail
address .
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper or electronic copies from Pitkin County
To request delivery from us of paper or electronic copies of the notices and disclosures
previously provided by us to you electronically, you should request those documents from Pitkin
County under the Colorado Open Records Act by contacting the Pitkin County custodian who
sent you the document for signature.
To withdraw your consent with Pitkin County
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to Helpdesk@provelocity.com and in the body of such a request, you
must state your e-mail, full name, Postal Address, telephone number, and account
number.