Agreement for Goods and Services - Extend 2019 Pricing and Terms for 2020 Purchases of Electric Vehicle Chargers and Five (5) Year Service and Software

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AGREEMENT FOR GOODS AND SERVICES This Agreement for goods and services (this "Agreement") is entered into on December 18, 2019 (the "Effective Date"), by and between the City of South Bend, acting by and through its Board of Public Works (the "City"), and ZEF Energy, Inc., with its Principal place of business located at Unit 18, 5325 W. 74th St., Edina, MN 55439 (the "Provider") (each a "Party" and collectively the "Parties"). For and in consideration of the mutual covenants and promises contained herein, the Parties agree as follows: 1. Goods and Services. The Provider will provide to the City the goods and services ("Goods and Services") as described in any proposal ("Proposal"), such as Exhibit A. Each Proposal shall incorporate by reference the terms and conditions of this Agreement and contain such other terms as agreed to by the Parties. In the event of any conflict between the terms of this Agreement and the terms of the Proposal, the terms of this Agreement will prevail. 2. Compensation. In exchange for the Goods and Services, and subject to the terms and conditions of this Agreement, the City will pay the Provider the fee stated in the Proposal (the "Contract Amount") in accordance with the project budget stated in the Proposal. The City will pay the Contract Amount in installments upon invoicing by the Provider as set forth in the Proposal (each a "Contract Installment"). The City will not be required to pay any Contract Installment if any material default or breach of this Agreement by the Provider exists. The sum of all Contract Installments will not exceed the Contract Amount, and the Provider will not incur or seek reimbursement for any expenses in excess of the Contract Amount. 3. Delivery and Insurance. The Provider recognizes that due to the volume of Goods and Services to be provided under this Agreement, the City will need adequate time to inspect and accept any delivered Goods and Services. Therefore, Provider agrees that the City shall have five (5) business days from the date of any delivery to inspect and formally accept the Goods and Services. All risk, loss or damage to delivered Goods and Services, including the cost of insurance, shall not pass to the City until five (5) business days from the date of delivery. 4. Term, Termination. Unless earlier terminated in accordance with its terms, this Agreement will commence on the Effective Date and end upon the Provider's satisfaction of all its obligations hereunder and the City's final payment therefor. Notwithstanding the foregoing, effective immediately upon delivery of a written termination notice to the Provider, the City may terminate this Agreement, in whole or in part, for any reason, if the City determines that such termination is in the best interest of the City. In addition, in accordance with Ind. Code 6-1.1-18- 4, payments are subject to annual appropriation by the City. If the City makes a written determination that funds are not appropriated or are otherwise unavailable to support the continuation of this Agreement, it shall be cancelled. A determination by the City that funds are not appropriated or are otherwise unavailable to support the continuation of performance shall be final and conclusive. The City will not be required to pay any Contract Installment or be otherwise liable for any cost associated with the Provider's performance of any Services after the effective date of termination. 1