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HomeMy WebLinkAboutAgreement for Goods and Services - Extend 2019 Pricing and Terms for 2020 Purchases of Electric Vehicle Chargers and Five (5) Year Service and Software – ZEF Energy, Inc.1316 COUNTY -CITY BUILDING h r PHONE 574/ 235-9251 227 W. JEFFERSON BOULEVARD P""CFAX 574/ 235-9171 SOIITH BEND. INDIANA 46601-1830 CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR BOARD OF PUBLIC WORKS December 19, 2019 Mr. Matthew Blackler ZEF Energy, Inc. Unit 18, 5325 W. 74th. St. Edina, MN 55439 RE: Agreement for Goods and Services Dear Mr. Blackler: The Board of Public Works, at its meeting held on December 19, 2019, approved the above referenced agreement to extend 2019 pricing and terms for 2020 purchases of electric vehicle chargers and five (5) year service and software in the amount not to exceed $24,999. Enclosed please find a copy of the agreement for your records,. If you have any further questions regarding this matter, please call this office at (574) 235-9251. Sincerely, Linda M. Martin, Clerk Enclosure GARY A. GILOT GENEVIEVE E. MILLER ELIZABETH A. MARADIK LAURA L. O'SULLIVAN THERESE J. DORAU 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 5. Renewal. The Parties may mutually agree in writing to extend the term of this Agreement for a period of one year subject to the same terms and conditions set forth in this Agreement, unless otherwise mutually agreed to by the Parties. 6. Remedies for Breach of Contract. Failure to provide the Goods and Services in accordance with this Agreement will be considered a material breach. In the event of such breach, the City may suspend all payments to the Provider and may pursue any and all remedies available at law or in equity. The Provider shall repay to the City any portion of the Contract Amount expended for matters not within the scope of the Services. 7. Point of Contact. The City employee identified in Section 9 below will serve as the City's principal point of contact for purposes of this Agreement. 8. Relationship. The Provider shall at all times be an independent contractor for all services performed and goods supplied rather than an employee of the City, and no act or omission to act by the Provider shall in any way bind or obligate the City. This Agreement is strictly for the benefit of the Parties and not for any third party or person. This Agreement was negotiated by the Parties at arm's length and each of the parties hereto has reviewed the Agreement after the opportunity to consult with independent legal counsel. Neither party shall maintain that the language in the Agreement shall be construed against any signatory hereto. The City and the Provider hereby renounce the existence of any form of agency relationship, joint venture, or partnership between the Provider and the City and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between the City and the Provider. 9. In enanilication of City. The Provider hereby agrees to defend, indemnify, and hold harmless the City, its officials, employees, and agents from any and all claims of any nature which arise from the performance by the Provider under this Agreement and from all costs and attorney fees in connection therewith, excepting for claims arising out of the negligence of the City, its officials, directors, employees, and agents. The obligations of the Provider under this section shall survive the termination of this Agreement. 10. ., ssi invent. The Provider shall not assign or subcontract the whole or any part of this Agreement or its obligations hereunder without the prior written consent of the City. 11. Notices. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered, whether or not actually received, when deposited in the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the City or the Provider, as the case may be, at the address set forth below. Provider: City of South Bend: Attn: Matthew Blackler Attn: Therese Dorau CEO, ZEF Energy Office of Sustainability Unit 18, 5325 W. 74th St. 227 W. Jefferson Blvd. Ste. 1316 Edina, MN 55439 South Bend, IN 46617 2 12. Equal. Opportunity; Non -Discrimination; Compliance. The Provider shall comply with all applicable laws and regulations in its hiring and employment practices and policies for any activity covered by this Agreement. The Provider shall comply with all state, federal, and municipal laws, regulations, and standards applicable to its activities pursuant to this Agreement including, but not limited to, the requirements imposed by Ind. Code 22-9-1-10 (non- discrimination), the provisions of Ind. Code 5-22-16.5 (disqualification for dealings with the government of Iran), and the provisions of Ind. Code 22-5-1.7 (requiring E-Verify for new employees and prohibiting employment of unauthorized aliens). Each of the foregoing provisions is incorporated herein as if set forth in full, and the Provider certifies that it is in compliance with each such provision and shall remain in compliance through the term of this Agreement. 13. Drug -Free Work lace. The Provider hereby agrees to make a good faith effort to provide and maintain a drug -free workplace. The Provider will give written notice to the City within ten (10) days after receiving actual notice that the Provider or an employee of the Provider within the State of Indiana has been convicted of a criminal drug violation occurring in the workplace. 14. Entire A grc! zincnt; Aincndment` Applicable Law. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof, and merges and supersedes all prior discussions, agreements, and understanding of any and every nature between them. This Agreement may be amended only by separate writing, signed by authorized representatives of both the Provider and the City. This Agreement will be construed and interpreted according to the laws of the State of Indiana, and any dispute arising out of this Agreement or otherwise concerning the Provider's rendering of the Services will be resolved in the courts located in St. Joseph County, Indiana, unless the Parties mutually agree to a different method of dispute resolution. 15. Severability. All provisions of this Agreement shall be considered as separate terms and conditions, and in the event any one shall be held illegal, invalid or unenforceable, all the other provisions hereof shall remain in full force and effect as if the illegal, invalid, or unenforceable provision were not a part hereof, unless the provision held illegal, invalid or unenforceable is a material provision of this Agreement, in which case the Provider and the City agree to amend this Agreement with replacement provisions containing mutually acceptable terms and conditions. 16. Force Ma'eure. The Provider shall not be responsible for any failure or delay in the performance of any obligation hereunder, if such failure or delay is due to a cause beyond the Provider's reasonable control, including, but not limited to acts of God, flood, fire, volcano, war, third -party suppliers, labor disputes or governmental acts. [Signature page follows.] 3 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement for Goods and Services to be effective as of the Effective Date stated above. ZEF ENERGY, INC. Signature Matthew Blackler, CEO Printed Name and Title nit 18,5325 W, 746 St. Street Address Edina, MN 55439 City, State Zip 612-404-0956 Telephone CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC WORKS Gary A. Gilot, President Genevieve Miller, Member Therese J. Dorau, Member Elizabeth A. Maradik, Member Laura O'Sullivan, Member 4 EXHIBIT A Proposal [See attached] EXHIBIT B Conditions of Sale [See attached] EXHIBIT C Software As a Service Terms and Conditions [See attached] EXHIBIT D 5-5-5- Warranty Information [See attached] EXHIBIT E Non -Collusion Non -Debarment Affidavit [See attached] IN WITNESS WHEREOF, the Parties hereto have caused this Agreement for Goods and Services to be effective as of the Effective Date stated above. ZEF ENERGY, INC. Matthew Blackler Digitally 411inedbyMatt how8lac.k'e` Date: 2019,12,17 10:16:49-06'00° Matthew Blackler, CEO Panted Name anti ]tile Unit 1 it 5325 W. 74± St. Edina MN 55439 Cily, 'VIN, Zip 61.2-404-0956 7etephone CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC WORKS Gary A. Gilot, President Genevieve Miller, Member 4 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement for Goods and Services to be effective as of the Effective Date stated above. ZEF}}ENERGY, INC. Matthew B�ack�er Dreylwlly,iq,wdbyuLlMffie�w fflawkler D, ,, POW ..12..17 10 147A0.06 0' Sagna'fure Matthew Blackler, CEO M wed )V.me rdfd IV/, Unit 111 532 5 W, " 4±1 St. Edina MN 55439 itv, Sfalf pr y 612-404-0956 CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC WORKS Gary A. Gilct, President Genevieve Miller, Member no 11 4 ber th A. MaiadA Member O'Sullivan, Member ZEF Energy Inc 5325, W 74th St Unit 18 Edina, MN 55439 jim.goodmanCa zefenergy.com www.zefenergy.com Ethate ADDRESS Therese Dorau City of South Bend 227 W. Jefferson Blvd, Suite 1316 South Bend, Indiana 46601 ACTIVITY Material:Level 2:ZEFNET:ZEFNET Dualhead 7.7kW Cellular Stainless Steel Pedestal Package Dualhead, Stainless Steel Pedestal, Total 15.4kW Power, 7.7kW per plug. 5 year warranty + support, 5 year communication, 5 portal access included. Shipping:Equipment Shipping Shipping to City of South Bend. ####### LEASING OPTION ####### 5-yr Leasing Option starts at $142.92/mo. with $1 buyout. Firm quote on leasing option requires credit application to be run. ####### ZEF ENERGY Bddrig a Zero IEmissw.i Future ESTIMATE # 1191 DATE 07/10/2019 EXPIRATION DATE 12/31 /2019 O`UY RATE AMOUNT I4,829.00. 1 120.00 120.00 TOTAL $4,949.00 Accepted By Accepted Date je ZEF �ENERGY : 0 now =-1 RE50R= Submitted To: Therese Dorau Director, Office of Sustainability (574) 235-9323 tdorau@southbendin.gov City of South Bend 227 W. Jefferson Blvd, Suite 1316 South Bend, Indiana 46601 Prepared By: Jim Goodman Development Manager (612) 404-0925 jim.goodman@zefenergy.com ZEF Energy Inc. ZEF Energy Corporate Introduction Legal Name ZEF Energy Inc. History ZEF Energy Inc. (ZEF) has been a leader in high power charging deployment in the Upper Midwest since 2014, with 80% of all DC Fast Chargers in MN and WI being deployed by the ZEF development team. ZEF continues to own and operate many of these chargers, and has an informed view on what it takes to keep equipment maintained and reliable. ZEF has used three other network suppliers software to run the ZEF network of chargers to date. We identified how these software solutions were coming up short from an owner/operator standpoint and implemented our own software and hardware platform, ZEFNET, to make manufacturing, on - boarding, operations, maintenance and warranty support as pleasant as is possible. In addition to our own unique approach to software solution creation, we also have a unique view on owning/operating equipment from multiple different suppliers. Over time, as maintenance issues have arisen, we have been directly exposed to the cost models, warranty coverage and spare parts availability that affect the total cost of operation, inclusive of charger down -time impacts. ZEF's co -branded Level 2 ClipperCreek ZEFNET-enabled chargers address these pain points to deliver responsive and excellent value service to provide the best up -time possible. ZEF is in a strong position to provide the benefits of our experience to our customers, where we focus on up -time, reliability, warranty coverage and total cost of ownership. This is key to contributing to ZEF's "story", and therefore success, in supporting the electrification of transportation. Corporate Offices ZEF Energy Inc. Unit 18, 5325 W 74th St. Edina, MN 55439 Representative Jim Goodman - Development Manager Phone: 612.404.0925 Email: jim.goodman@zefenergy.com Market Segments Fast Charging Corridors ZEF Energy has been instrumental in deploying dense fast charger networks across multiple states, for multiple clients: OEMs (e.g. Nissan), Utilities (e.g. Great River Energy), State (e.g. MN) and Federal Agencies (e.g. DOE). We not only deploy projects for other owners, but we also own and operate our own network. Utility Commercial & Industrial Programs Vlwrrowreesco:a F"mm^v Wfem Yva,tum. G' V ZEF Energy's ZEFNET charging platform has been chosen by multiple utilities as the backbone of their commercial programs for fleet, workplace, retail and public charging programs. An example with Minnesota Power (a Minnesota -based electric IOU) is shown here: www.mn-ower.com/Environmen_VE is ehiclesService Equipment Workplace / Fleet / Public Minnesota will use VW izonr to �alugg gaps in electric vehicle charging network 77ee firer round of spendMgln,W. f7.7wfflb. to i-f-H 66 chargers 022 sires outside of [he 7Wn CM--t- area. A large amount of both companies and cities have chosen ZEF Energy to provide our expertise to help develop programs covering multiple different use cases, providing template site designs and full turn -key EV charging hub solutions. ZEF is in the process of deploying over 50 EV Charging hubs involving DCFC + L2 between Q3 2019 and Q3 2020, some with VW settlement awards, others with power agencies and their municipalities.member ene gynew s.us/2019/1 0/1 11lmiw s minnesota-will-use-vw- money-to--plug=gaps-in-electric-vehi hanging-ne work/ Utility Residential Programs 51 �1 Research Utilities also use the ZEFNET platform to manage their residential charging load. A recent program was for Great River Energy, a G & T cooperative that sells power to 28 member utilities. They provide heavily discounted ZEFNET chargers through their EnergyWise online store. ZEFNET chargers are compatible with a utility's existing load control programming in addition to ZEFNET's on -board load control system. energywisemnstore.com/electric-vehicle-chargers/ ZEF Energy has supported the proliferation and integration of a't EV charging on multiple industry and research working groups, , including a project with the National Renewable Energy Laboratory's on the subject of EV charging integration withi � solar PV energy generation. Vehia[eTesting and Integration Facift Level 2 Offerings (RVciio-nab is fix �ui 20,20 21B�!�'� AH a the 1DIY cif ` i�,,Wh N-iei� c� 1��I cViaig 1. trVu o,u ghii 01 c�tl 2dy20) Product Description Pricing Singlehead Wallmount ZEFNET-40-CWS 7.7kW Wallmounted ZEFNET 5-5-5 Package $2,149.00 ZEFNET-60-CWS 11.5kW Wallmounted ZEFNET 5-5-5 Package $2,679.00 ZEFNET-80-CWS 15.4kW Wallmounted ZEFNET 5-5-5 Package $2,799.00 ZEFNET-100-CWS 19.2kW Wallmounted ZEFNET 1-5-5 Package $4,599.00 Singlehead Wallmount + Retractable ZEFNET-40-CWS-WMR 7.7kW Wallmount + Retractor ZEFNET 5-5-5 $2,789.00 Package ZEFNET-60-CWS-WMR 11.5kW Wallmount + Retractor ZEFNET 5-5-5 $3,319.00 Package ZEFNET-80-CWS-WMR 15.4kW Wallmount + Retractor ZEFNET 5-5-5 $3,429.00 Package ZEFNET-100-CWS-WMR 19.2kW Wallmount + Retractor ZEFNET 1-5-5 $5,229.00 Package Singlehead Pedestal ZEFNET-40-CPS-SS 7.7kW Singlehead Stainless Steel $3,329.00 Pedestal ZEFNET 5-5-5 Package ZEFNET-60-CPS-SS 11.5kW Singlehead Stainless Steel $3,859.00 Pedestal ZEFNET 5-5-5 Package ZEFNET-80-CPS-SS 15.4kW Singlehead Stainless Steel $3,979.00 Pedestal ZEFNET 5-5-5 Package ZEFNET-100-CPS-S 19.2kW Singlehead Steel Pedestal ZEFNET 1-5- $5,819.00 5 Package Dualhead Pedestal ZEFNET-40-CPD-SS Total 15.4kW Power, 7.7kW per plug Dualhead $5,479.00 Stainless Steel Pedestal ZEFNET 5-5-5 Package ZEFNET-60-CPD-SS Total 23kW Power, 11.5kW per plug Dualhead $6,529.00 Stainless Steel Pedestal ZEFNET 5-5-5 Package ZEFNET 80-CPD-SS Total 30.8kW Power, 15.4kW per plug Dualhead $6,789.00 Stainless Steel Pedestal ZEFNET 5-5-5 Package ZEFNET-100-CPD-S Total 38.4kW Power, 19.2kW per plug Dualhead $10,679.00 Steel Pedestal ZEFNET 1-5-5 Package Dualhead Premium Pedestal + Retractable ZEFNET-40-PRO Total 15.4kW Power, 7.7kW per plug Premium Retractable Dualhead Pedestal ZEFNET 5-5-5 Package ZEFNET-60-PRO Total 23kW Power, 11.5kW per plug Premium Retractable Dualhead Pedestal ZEFNET 5-5-5 Package ZEFNET-80-PRO Total 30.8kW Power, 15.4kW per plug Premium Retractable Dualhead Pedestal ZEFNET 5-5-5 Package Charger Branding ZEFNET-H-VNYL-BRND ZEFNET-H-BRND-DSGN Shipping Pricing Product Charger Shipping Pedestal Shipping Per unit pricing for printing and applying design Graphic designer to work with client to baseline EVSE design Description $8,529.00 $9,589.00 $9,819.00 $85.00 $600.00 Pricing Costs for shipping a charger from CA to $30/each anywhere in the continental U.S. (double for dualhead systems) Costs for shipping a pedestal from CA $50/each to anywhere in the continental U.S. Level 2 Charger Configurations ZEFNET-40/60/80-CWS ZEFNET-40/60/80-CPS-SS ZEFNET-40/60/80-CPD-SS ZEFNET-100-CPS-S w/optional cable mgmt ZEFNET-40/60/80-PRO w/built in cable mgmt Level 2 Charger Features Feature Description NEMA 4 Enclosure Rating The ZEFNET L2 line of chargers provides a class leading NEMA 4 enclosure rating, perfect for states with extreme environmental conditions. Non-derated Performance across full -40F - 120F range with relative humidity of 95% Cord Management System L2 Power Output Data Plan Payment Options 5-year Warranty The ZEFNET L2 line has been tested across the full temperature range required, and will output full power across the temperature range, subject to the requirements of the battery management system. If power is seen to reduce at lower or higher temperatures, this is due to the vehicle's thermal management system, not that of the charger. ZEF provides multiple different solutions for cable management that can minimize the potential for cable entanglement and connector damage. The default cable management system is built into each ZEFNET L2 charger, whereby cable is wrapped around the charger itself, enclosed by cable management bracing at the top and bottom of the charger. The ZEFNET line of EVSEs provide the following charging power output at 240VAC, single phase: ZEFNET - 40 = 7.7kW ZEFNET - 50 = 9.6kW ZEFNET - 60 = 11.5kW ZEFNET - 80 = 15.4kW ZEFNET - 100 = 19.2kW Chargers are also compatable with 208VAC, single phase. Output is derated -13% if so. All chargers provided are supplied with the ZEFNET 5-5-5 package which includes, at no additional cost, all cellular data required for the charger to carry out its duties. ZEFNET modems can switch carriers between AT&T and T-Mobile automatically, without having to require SIM card swaps. No additional fees are incurred during the initial 5- year period. Fees beyond 5 years are estimated at $140/plug/year. ZEFNET chargers accommodate multiple 3rd- party applications (e.g. ChargeHub, ampUp, etc.) mobile phone applications which allow for authentication and payments. ZEFNET enabled DCFC and L2 ZEFNET-40 through ZEFNET-80 chargers come furnished with a 5-year warranty as part of the standard pricing. 5-year Maintenance/Service Plan Demand Management Map Based Discovery Bulk Discount Schedule Package Volume 1-10 Units 11-20 Units 21-50 Units Software White Labeling Product SKU ZEFNET-PORTAL-BRAND An additional service plan option may be added to allow for no -cost unit swap -outs under warranty. It also allows for non -warranty swap -outs, where cable replacements are required as a result of vandalism. ZEFNET enabled charging stations benefit from the ability to accommodate load management, demand (kW) management, synchronization with distributed generation, and load balancing across groups of chargers. These features can be enabled through the ZEFNET cloud software, or controlled externally through a traditional utility load controller. Charger status (i.e. in use or not) can be surfaced in multiple different online charging maps and mobile applications. ZEFNET surfaces charger status to all EV charger map applications which have open APIs. Discount MSRP 10% 12.5% Description Pricing ZEFNET technical team to work with $4,000.00 your organization's marketing team to apply a logo, color, and font scheme to accommodate your organization's branding (in lieu of ZEFNET branding) to all customers who have purchased, or otherwise received, chargers in partnership with your organization who will required access to the ZEFNET platform ZEFNET-DOMAIN-BRAND ZEFNET technical team to work with $1,500.00 your organization's IT department to map ZEFNET portal URL to your chosen domain e.g.: charge.yourcompany.com ZEFNERGY M Conditions ol Sae COS 1.2 1. All sales are expressly conditional on Buyer's agreement to the standard terms and conditions on this form, ZEFNET SAAS Terms and Conditions, and the attached quotation or proposal. No additional or different terms apply unless expressly agreed to in writing by ZEF Energy, Inc (Seller). Seller hereby gives notice of its objection to any different or additional terms. Acceptance of or payments for any of the goods constitute Buyer's agreement to Seller's terms and conditions. 2. All sales are made F.O.B. point of shipment, freight prepaid and added to invoice at cost. Shipments can be made Freight Collect by request. Each shipment and delivery will be considered a separate and independent transaction. Title shall transfer from Seller to Buyer and Buyer shall have risk of loss after delivery at F.O.B. point of shipment. 3. Shipment dates given in advance of actual shipment are estimated and deliveries will be made subject to prior orders on file with Seller. Seller shall not be liable for failure to perform or delay in performance hereunder resulting from fire, labor difficulties, transportation difficulties, delays in usual sources of supply, major changes in economic conditions or, without limitation by the foregoing, any cause beyond Seller's reasonable control. 4. Terms of warranty for all ZEF Energy, Inc products are per the ZEF Energy Limited Warranty, S. This order may be canceled by Buyer only if agreed to by Seller and upon payment of reasonable charges based upon expenses already incurred and commitments made by Seller. 6. THE ZEF ENERGY LIMITED WARRANTY IS EXPRESSLY IN LIEU OF AND EXCLUDES ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR PARTICULAR PURPOSE, USE, OR APPLICATION, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF SELLER, UNLESS SUCH OTHER WARRANTIES, OBLIGATIONS OR LIABILITIES ARE EXPRESSLY AGREED TO IN WRITING SIGNED AND APPROVED BY SELLER. UNLESS EXPRESSLY AGREED TO BY SELLER IN WRITING SIGNED AND APPROVED BY SELLER, SELLER PROVIDES NO WARRANTIES IN CONNECTION WITH ANY SERVICES SELLER PROVIDES TO BUYER IN CONNECTION WITH OR RELATING TO THE PRODUCT AND/OR INSTALLATION THEREOF, ANY SUCH SERVICES ARE PROVIDED "AS IS," AND SELLER HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES IN CONNECTION WITH ANY SUCH SERVICES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR PARTICULAR PURPOSE. THE REMEDIES SET FORTH HEREIN AND IN THE ZEF ENERGY LIMITED WARRANTY ARE BUYER'S SOLE AND EXCLUSIVE REMEDIES. SELLER SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR DAMAGE OR INJURY TO PERSONS OR PROPERTY OR FOR OTHER LOSS OR INJURY RESULTING FROM ANY CAUSE WHATSOEVER ARISING OUT OF OR RELATED TO THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY DEFECTS IN THE CHARGER, OR FROM USE OR INSTALLATION. SELLER'S MAXIMUM LIABILITY FOR ALL CLAIMS, INCLUDING, BUT NOT LIMITED TO, CLAIMS OF BUYER OR ANY THIRD PARTY RESULTING FROM THE USE OF SELLER'S PRODUCTS, SHALL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS ACTUALLY MADE TO SELLER BY BUYER FOR THE PRODUCT OR PART ON WHICH LIABILITY IS BASED. THE LIMITATION OF LIABILITY SET FORTH IN THE PRECEDING SENTENCE SHALL NOT APPLY TO SUPPLIER'S INTELLECTUAL PROPERTY INDEMNIFICATION LIABILITY UNDER SECTION 12(A) HEREOF. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES INCURRED BY BUYER OR SUCH THIRD PARTY FOR LOSS OF BUSINESS PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF POWER, LOSS OF USE OF THE EVSE SYSTEM, COSTS OF REPLACING LOST POWER, DAMAGES TO STRUCTURES, THE COST OF ANY SUBSTITUTE SYSTEM OR SOURCE OF POWER, OR OTHER PECUNIARY LOSS), WITHOUT REGARD TO CAUSE OR THEORY OF LIABILITY, INCLUDING THE NEGLIGENCE OF SELLER, BREACH OF WARRANTY OR OTHERWISE. 8. Seller will not accept any penalty or liquidated damage clauses of any kind, written or implied, or any liability arising from such clauses. 9, The prices stated in this quotation shall, unless renewed, automatically expire thirty (30) days from the date hereof and are, by notice, subject to changes at any time. The prices shown do not include any sales taxes or other charges payable to state or local authorities. Any such taxes now or hereafter imposed with respect to sales or shipments hereunder will be added to such prices and the Buyer agrees to reimburse Seller for any such taxes or charges. Buyer shall have no rights to any setoffs of any nature relating to any payments due to Seller. 10. If not otherwise specified, terms of payment are 30% due at time of order, balance due prior to shipment. After a deposit is paid, if Buyer cancels the associated Purchase Order, Buyer may apply its deposit to another Purchase Order in full, provided the new Purchase Order is placed contemporaneously with the cancellation. Subsequent cancellations, even if replaced with a new Purchase Order, may be subject to deductions of reasonable carrying costs by Seller. If Seller shall have any doubt at any time as to Buyer's ability to pay, Seller may decline to make deliveries except upon receipt of satisfactory security. 11. a. Seller shall, at its expense, defend any suit brought against Buyer, based on a claim that any product furnished by Seller pursuant to these terms and conditions constitutes an infringement of any United States patent, and Seller shall pay all judgments and costs recovered against Buyer in any such suit and shall reimburse Buyer for costs or expenses incurred by Buyer in the defense of any such suit, provided that Buyer gives Seller prompt notice of such suit, reasonable assistance in the defense thereof, and full opportunity to control all aspects of the defense thereof, including settlement. In the event such product is held to constitute infringement, and the use of the product is enjoined, Seller shall, at its option, procure for Buyer the right to continue using the product; replace it with non - infringing product; modify it so it becomes non -infringing; or remove the product and refund the portion of the purchase price applicable thereto, including the transportation and installation thereof. b. Seller's liability for patent infringement shall not apply to: i) Patented processes performed by the product or another product produced thereby; ii) Products supplied according to a design other than that of Seller and which is required by Buyer; or iii) Modifications of the product or combinations of the product with another product not furnished by Seller. iv) failure of Buyer to implement any update provided by Seller that would have prevented the claim, demand, suit, action or judgment; v) unauthorized use of the product, whether or not in breach of these terms and conditions. c. The foregoing paragraphs 11(a) and 11(b) state the entire liability of Seller to Buyer for patent infringement by any product furnished by Seller to Buyer, ZEF Energy Inc - Seller COS 1.2 d. If a suit is brought against Seller on account of any of items listed in clauses (i) thru (v) of paragraph 12(b), Buyer shall indemnify, defend and hold harmless Seller against any and all liability, damage, loss or expense (including, but not limited to, reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon Seller in connection therewith. 12. No sales representative of Seller has authority to alter, vary, or waive any of the terms and conditions set forth herein. 13. Buyer agrees in consideration of Seller's execution of this contract that any claim of any kind by Buyer based on or arising out of this contract or otherwise shall be barred unless asserted by Buyer by the commencement of an action within 12 months after the delivery of the products or other event, action, or inaction to which such claim relates. This provision shall survive any termination of this contract, however arising. 14. In the event Buyer defaults in payment, Buyer shall be liable for all collection costs incurred by Seller including, but not limited to, attorney and collection agency fees. 15. In the event Buyer does not pay when due, past due amounts are subject to service charges of the lesser of 1.50% per month or the maximum permitted by law. 16. The parties acknowledge and agree that nothing contained herein, in the quotation or in Buyer's agreement is intended to grant any rights to Buyer under any patent, copyrighted or un-copyrighted work, secret process, trade secret, patented or unpatented invention, specification, design, drawing, data, technical information or any other intellectual property right or proprietary information of Seller (Intellectual Property Rights). No Intellectual Property Rights are either expressly or impliedly licensed or granted hereunder or thereunder to Buyer, and such Intellectual Property Rights are expressly reserved by Seller. Buyer acknowledges, on behalf of itself and its affiliates and each of their respective employees, directors, officers, governors, managers, shareholders, members agents and representatives, that any and all Intellectual Property Rights belong exclusively to Seller and undertakes not to challenge, infringe or harm in any way such Intellectual Property Rights. 17. It is the policy of ZEF Energy, Inc to provide equal opportunity and to adhere to Federal, state and local laws pertaining thereto, if any. 18. Buyer is responsible for compliance with all laws and regulations applicable to the storage, use, handling, installation, maintenance, removal and/or disposal of the product from and after Buyer's receipt of the product. 19. If Buyer is supplying or supplies Seller's products to a third party, Buyer shall require the third party to be bound by the limitations and exclusions in paragraph 7 hereof. If Buyer does not obtain such agreement from the third party for Seller's benefit, Buyer shall indemnify and hold harmless Seller from all liability arising out of claims made by the third party in excess of the limitations and exclusions set forth in paragraph 7. 20. a. Buyer represents and warrants that in connection with any transactions subject to these terms it will fully comply with all applicable export controls, import controls and customs, and economic and trade sanctions laws and regulations, including but not limited to the Export Administration Regulations ("EAR") (15 CFR §§ 730-774) maintained by the U.S. Department of Commerce; the International Traffic in Arms Regulations ("ITAR") (22 CFR §§ 120-130) maintained by the U.S. Department of State; and trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"). b. Buyer represents and warrants that in connection with any transactions subject to these terms it will not - directly or indirectly - sell, export, re-export, transfer, divert, or otherwise dispose of any product, software, or technology (including products derived from or based on such technology) received from the Company to any destination, entity, person, or end -use prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. c. Buyer represents and warrants that in connection with any transactions subject to these terms it will fully comply with all applicable anti -corruption and anti bribery laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the U.K. Bribery Act 2010; and that Buyer has not and will not in the future corruptly offer, pay, give, promise, or authorize the payment of anything of value, directly or indirectly, to any person, including any Foreign Official (as defined in the FCPA), for purposes of: (i) inducing a person to improperly perform any relevant function or activity; (ii) inducing or rewarding a Foreign Official to do or omit to do any act in violation of his or her lawful duty; (iii) improperly securing any business or business advantage; or (iv) inducing a Foreign Official to use his or her influence, in each case in any way related to any transactions subject to these terms. 21. These terms and conditions shall be governed by the substantive laws of the State of Minnesota, without regard to the conflicts of law provisions thereof. The U.N. Convention on the International Sales of Goods shall not apply. 1EFENERGY Building a Zero Emissions Future ZEFNET SAAS TERMS AND CONDITIONS Definitions: Company: ZEF Energy Inc., Minnesota, USA ("Company") Customer: Customer listed on Sales Order, Proposal or Purchase Order ("Customer") 1. SAAS SERVICES AND SUPPORT 1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Exhibit A. As part of the registration process, Customer will identify an administrative user name and password for Customer's Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate. 1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit B. RESTRICTIONS AND RESPONSIBILITIES 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. 2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. v2.1_20191003 As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's standard published policies then in effect (the "Policy") and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services. Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all 1 of 6 ZEFENERGY uses of Customer account or the Equipment with or without Customer's knowledge or consent. CONFIDENTIALITY; PROPRIETARY RIGHTS 3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. 3.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies v2.1_20191003 (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de -identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. 4. PAYMENT OF FEES 4.1 Customer will pay Company the then applicable fees described in the Quotation or Sales Order Form provided by an authorized representative of Company for the Services and Implementation Services in accordance with the terms therein (the "Fees"). If Customer's use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support department. 4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company's net income. TERMINATION 5. TERM AND 2 of 6 ZIEF ENERGY `■'. 3 5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Sales Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the "Term"), unless either party requests termination at least thirty (30) days prior to the end of the then -current term. 5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 6. WARRANTY AND DISCLAIMER Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third -party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES v2.1_20191003 OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. MISCELLANEOUS If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as 3 of 6 ZEF ENERGY Building a Zara Emissions Future otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Minnesota without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request. v2.1_20191003 4 of 6 miP�Vryr�V4'%' ZEF ENERGY Building a Zero Emissions Future EXHIBIT A Service Level Terms The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company's control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than 3 hours, Company will credit Customer 5% of annual Service fees for each period of 2 hours or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company's blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement. z. feneur' y.coin v2.1_20191003 5of6 FENERGY E Building a Zero Emissions Future EXHIBIT B Support Terms Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Central time, with the exclusion of Federal Holidays ("Support Hours"). Customer may initiate a helpdesk ticket during Support Hours by emailing support@zefenergy.com. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day. zefena ^g .ao m v2.1_20191003 6 of 6 TEF I ENERGY G Fi ullu klg a Zoro Unm !•kilns, Future Warranty Information LIMITED WARRANTY 5-5-5 PACKAGE ELECTRIC VEHICLE SUPPLY EQUIPMENT and ACCESSORIES ZEF Energy Inc. 323 W 34th Street Minneapolis, Minnesota, 55408 Phone ZEF Energy: (612) 404-0956 Phone ClipperCreek: (877) 694-4194 Email: support@zefenergy.com ZEF Energy shall provide the following warranty with respect to the Products to Representative, its Sub -Representatives and their customers: Product 5-year parts, 5-year factory labor: ZEF Energy, Inc. warrants this product to be free from defects in material and workmanship. The warranty period shall commence on the date of installation date (first use). The product installation date must be evidenced and communicated to ZEF Energy by way of the warranty registration card (or registration within the ZEFNET platform). The warranty registration card must be filled out completely and accurately, and returned to ZEF Energy within 30 days after installation, and the product installation date shall be within 6 months after the purchase date. If a Product installation date is not communicated to ZEF Energy as described above, the product purchase date shall serve as the warranty commencement date. If this product is defective in materials or workmanship during the warranty period, ZEF Energy will, at its option, repair or replace the product. Repair parts and/or replacement products may be either new or reconditioned at ZEF Energy's discretion. This limited warranty does not cover service or parts to repair damage due to improper installation or use, including but not limited to improper connections with peripherals, external electrical faults, accident, disaster, misuse, abuse or modifications to the product not approved in writing by ZEF Energy. Any service repair outside the scope of this limited warranty shall be at applicable rates and terms then in effect. This warranty covers factory parts and factory labor only; it does not cover field service or removal and replacement of the product or any other costs. All other express and implied warranties for this product including the warranties of merchantability and fitness for a particular purpose are hereby disclaimed. Some states do not allow the exclusion of implied warranties or limitations on how long an implied warranty lasts, so the above limitation may not apply to you. If this product is not as warranted above, your sole and exclusive remedy shall be repair or replacement as provided above. In no event will ZEF Energy, any of its authorized sales and service representatives, or its parent company be liable to customer or any third party for any damages in excess of the purchase price of the product. This limitation applies to damages of any kind including any direct or indirect damages, lost profits, lost saving or other special, incidental, exemplary or consequential damages whether for breach of contract, tort or otherwise or whether arising out of the use of or inability to use the product, even if ZEF Energy or an authorized ZEF Energy representative or dealer has been advised of the possibility of such damages or of any claim by any other party. Some states do not allow the exclusion or limitation of incidental damages for some products, so the above limitation or exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which may vary from state to state. To obtain warranty service: Call your nearest authorized Service Representative, ZEF Energy or ClipperCreek at the above numbers. You will receive information as to how service for the product will be provided. If you mail or ship the product in for service, you must insure the product, prepay all shipping charges, and properly pack it for shipment in its original shipping container or its equivalent. You are responsible for all loss or damage that may occur in transit. You must provide proof of purchase of the product and the purchase date before any warranty service can be performed. 20190221 1 of 1 When the prospective Contractor is unable to certify to any of the statements below, it shall attach an explanation to this Affidavit. CONTRACTOR'S NON -COLLUSION AND NON -DEBARMENT AFFIDAVIT, CERTIFICATION REGARDING INVESTMENT WITH IRAN, EMPLOYMENT ELIGIBILITY VERIFICATION, NON-DISCREM NATION COMMITMENT AND CERTIFICATION OF USE OF UNITED STATES STEEL PRODUCTS OR FOUNDRY PRODUCTS (Must be completed for all quotes and bids. Please type or print) STATE OF ) ) SS: tVi COUNTY ) The undersigned Contractor, being duly sworn upon his/her/its oath, affirms under the penalties of perjury that: 1. Contractor has not, nor has any other member, representative, or agent of the firth, company, corporation or partnership represented by him, entered into any combination, collusion or agreement with any person relative to the price to be bid by anyone at such letting nor to prevent any person from bidding nor to induce anyone to refrain from bidding, and that this bid is made without reference to any other bid and without any agreement, understanding or combination with any other person in reference to such bidding. Contractor further says that no person or persons, firms, or corporation has, have or will receive directly or indirectly, any rebate, fee, gift, commission or thing of value on account of such sale; and 2. Contractor certifies by submission of this proposal that neither contractor nor any of its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency; and 3. Contractor has not, nor has any successor to, nor an affiliate of, Contractor, engaged in investment activities in Iran. a. For purposes of this Certification, "Iran" means the government of Iran and any agency or instrumentality of Iran, or as otherwise defined at Ind. Code § 5-22-16.5-5, as amended from time -to -time. b. As provided by Ind. Code § 5-22-16.5-8, as amended from time -to -time, a Contractor is engaged in investment activities in Iran if either: i. Contractor, its successor or its affiliate, provides goods or services of twenty million dollars ($20,000,000) or more in value in the energy sector of Iran; or ii. Contractor, its successor or its affiliate, is a financial institution that extends twenty million dollars ($20,000,000) or more in credit to another person for forty-five (45) days or more, if that person will (i) use the credit to provides goods and services in Non -Collusion Non -Debarment Affidavit Non Iran Form the energy sector in Iran; and (ii) at the time the financial institution extends credit, is a person identified on list published by the Indiana Department of Administration. 4. Contractor does not knowingly employ or contract with an unauthorized alien, nor retain any employee or contract with a person that the Contractor subsequently learns is an unauthorized alien. Contractor agrees that he/she/it shall enroll in and verify the work eligibility status of all of Contractor's newly hired employees through the E-Verify Program as defined by I.C. 22-5-1.7-3. Contractor's documentation of enrollment and participation in the E-Verify Program is included and attached as part of this bid/quote; and 5. Contractor shall require his/her/its subcontractors performing work under this public contract to certify that the subcontractors do not knowingly employ or contract with an unauthorized alien, nor retain any employee or contract with a person that the subcontractor subsequently learns is an unauthorized alien, and that the subcontractor has enrolled in and is participating in the E-Verify Program. The Contractor agrees to maintain this certification throughout the term of the contract with the City of South Bend, and understands that the City may terminate the contract for default if the Contractor fails to cure a breach of this provision no later than thirty (30) days after being notified by the City. 6. Persons, partnerships, corporations, associations, or joint venturers awarded a contract by the City of South Bend through its agencies, boards, or commissions shall not discriminate against any employee or applicant for employment in the performance of a City contract with respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to employment because of race, sex, religion, color, national origin, ancestry, age, gender expression, gender identity, sexual orientation or disability that does not affect that person's ability to perform the work. In awarding contracts for the purchase of work, labor, services, supplies, equipment, materials, or any combination of the foregoing including, but not limited to, public works contracts awarded under public bidding laws or other contracts in which public bids are not required by law, the City, its agencies, boards, or commissions may consider the Contractor's good faith efforts to obtain participation by those Contractors certified by the State of Indiana as a Minority Business ("MBE") or as a Women's Business Enterprise ("WBE") as a factor in determining the lowest, responsible, responsive bidder. .- -- In no event shall persons or entities seeking the award of a City contract be required to award a subcontract to an MBE/WBE; however, it may not unlawfully discriminate against said WBE/MBE. A finding of a discriminatory practice by the City's MBE/WBE Utilization Board shall prohibit that person or entity from being awarded a City contract for a period of one (1) year from the date of such determination, and such determination may also be grounds for terminating the contact for which the discriminatory practice or noncompliance pertains. 7. The undersigned contractor agrees that the following nondiscrimination commitment shall be made a part of any contract which it may henceforth enter into with the City of South Bend, Indiana or any of its agencies, boards or commissions. Non -Collusion Non -Debarment Affidavit Non Trap Form Contractor agrees not to discriminate against or intimidate any employee or applicant for employment in the performance of this contract with privileges of employment, or any matter directly or indirectly related to employment, because of race, religion, color, sex, gender expression, gender identity, sexual orientation, handicap, national origin or ancestry. Breach of this provision may be regarded as material breach of contract. I, the undersigned bidder or agent as contractor on a public works project, understand my statutory obligations to the use of steel products or foundry products made in the United States (I.C. 5-16-8-1).1 hereby certify that I and all subcontractors employed by me for this project will use steel products or foundry products made in the United States on this project if awarded. I understand I have an affirmative duty to notify the City in my bid that my proposal does not include the use of steel products or foundry products made in the United States. I understand it is my sole obligation and responsibility to provide a justification to the City, subject to review and approval, why the cost of United States made steel or foundry products is unreasonable. Prior to award and upon submission of bid which does not use steel products or foundry products made in the United States, the City, through its director of public works, shall make a determination if the price of United States made steel or foundry is unreasonable. I understand that violations hereunder may result in forfeiture of contractual payments. I hereby affirm under the penalties of perjury that the facts and information contained in the foregoing bid for public works are true and correct. Ji Dated tHs 4-11,11, — day of , 200 t \4 Subscribed and sworn to I ae me this My Commission Expires County of Residence Non -Collusion Non -Debarment Affidavit Non Iran Form Cont rl idder (Firm) Sig atnre oI"f:ontr�to�r,Amlider or Its Agent Printed Name and 'I tle day of J Notary Public rJ e(A(Ale (t4 Therese Dorau From: Therese Dorau Sent: Monday, June 24, 2019 2:15 PM To: spencer.crim@chargepoint.com; kkinoshita@greenlots.com; keith.anderson@lilypadev.com; steven.six@siemens.com; Charles.botsford@webasto.com Subject: Requesting quote for EVSE (per NJPA) Hello, As a municipality participating in the Sourcewell/NJPA cooperative purchase of Electric Vehicle Supply Equipment, I am requesting: 1. Quote for purchase and delivery one (1) Level 2 (min. 208/240V) Dual -port Smart EV Charger. 2. If available, I would like a quote for a 5-year lease of the same equipment. This is for a LEED new construction project and requires networking and demand response capabilities. Currently, we do not intend to collect payments from users or actively participate in a utility demand program. Specifications below: Eguipmenit Reguirernents • Mounting Type: Bollard • Port Type: Dual Port (capable of charging two vehicle simultaneously) • Connector Type: SAE J1772 • Charging Cable Length: 23ft minimum. Cable Management: Cable management accessories included Data Network Type: Capable of both Wi-Fi (LAN) and Cellular connections. o Comment: "Smart" charger capable of performing payment authentication, monitoring kWh usage, number of unique drivers, etc. S ftwareZSeryice Reglulrements • Utility grid -connected: Able to respond to demand response signals from utility. ISO 15118-compliant. • Display Language: Bi-lingual (English/Spanish) • Network Service Plan: Include price of 5 years of service as separate line item, if available. • Warranty Coverage: Include price of 5 years of service as separate line item, if available. This is somewhat new territory for us (our only other EVSE is a "dumb" charger ordered directly from Clipper Creek) so I am happy to receive suggestions, questions, or clarifications if I am not providing the most helpful information in this request. Thanks much, --Therese } � o L / 0 k W )� / c LA Rt )2 0 aj k o a L ° ® 1 q � u }:0 k � R \ § � / CAE CL Ln LL t � CL ƒ u § N }o q » 3 E� 2 C o m O CL ILD } CL 0) Ln c � - / 2 = © t R 2 >- E) o > m } ƒ 0- o o 0 00 g 6 / � 2 m � E 2} X L w 7 \ }- $ U § t q \ \ ƒ k C U ~ t R 2 @ 2 0 Ln k S � 2 w @ \ k l ) m » / � » / 4 } 2 k C kƒ- W$/ o �: q 0 � 7 I R # / // \ t 0 V) � X g 2 o } q � ƒ k m 2§ N » r, / V E 2 0 d w § ' ° E 2I'll [ t & k 2 _u ° c / 2 E k �. U 7 CL Q. ■. m \ / 2 ' q ~ \ /\: 2 % c u u u_ c 3 o j/ rL k / k/ ° ( § ° w u t c (U � - � © § ° I_§ m m f k / k E c k § = 0 & : 2 %.r L/ A§ k� rL f tkO / k U no C% ,u ' t 2 ba a§ E E 2 k e°§ E o% ma §,/ 2' o u u u__ u a') 2 u t E U cr o / 4 2 0 w10 . . . o . . 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T n c m dD c 2 O D N O n O E -Ln `N E O u Q O O_ N f6 L0 LU u_ a y C E 0 u E -r� m d y O 0 > Q. tw " a1 v Ln A " ' 7 _ V� f L i/ J U to coo O Ln Ln Q1 r-I LU J A Q O J Q > c a �� >` UI O z LU u_ rz a O y C E 0 u LU _u R CL N Z O V) LU LU R BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date: 12/16/2019 Name: Therese Dorau m mm Department of Public Works — Sustainability Division BPW Date: 12/18/2019 Phone Extensi RNuired Prior to Submittal BPW Attorney X Clara McDaniels Dept. Attorney ❑ Attorney Name Purchasing Z IT — Dan O'Connor Check the A u riat Item "1 e El Professional Services Agreement F-1 Contract F Open Market Contract ❑ Amendment/Addendum ❑ Bid Opening Bid Award Quote Opening Quote Award Proposal Opening C/O & PCA No. El Chg. Order, No. ❑ Traffic Control ® Other: Master Goods ,and Company or Vendor Name New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description Amount of Previous Amount Current Percent of Change: New Amount u ---- ❑ Ease./Encroach ZEF Energy. ................. Z YesZ If Yes, Approved by Purchasing F] No MBE Completed E-Verify Form Attached Yes ❑ WBE No Electric Vehicle Supply Equipment 2019-2020 .... ............ N/A Sustainability Office Budget ........ ....... .. . 101 0616-419-21-04 (Office Supplies��......... Not to exceed $24,9 99 g discount before March 31, 2019. mmmPncm or 2019/2020. 10% _..... www w Setting pricing, terms, and conditions for 2019 and 2020 purchases of EV chargers and 5-year service and cloud -based software package. Increase $ Decrease ... . .............. Increase — % . Decrease _ mmmm wwww % Increase % Total Percent of Change: Decrease (�0 — ....... Time Extension Amount:. �... New Completion Date: ...,,,--- — —...---_................. ......... � .._ ..... (INTER -OFFICE MEMO NDUM DEPARTMENT OF PUBLIC WORKS DIVISION OF SUSTAINABILITY TO: Linda M. Martin, Clerk Board of Public Works FROM: Therese Dorau, Sustainability Director SUBJECT: Electric Vehicle Supply Equipment Master Goods and Services Agreement DATE: Dec 16, 2019 AIPYNNWI�imlipWpWp00101011ilililililililipiNNNiWUUWUYYNUWWNOWWW'�ftVWJ�J1�1,4,WJ'MM1VJVI �YYYIW'�OW,W��WI�41'i�MmMiiMitt" NXXM tlINI..... NI�IIMMMMM Ydlllllll!W?NIIO � The Office of Sustainability requested informal written quotes from several vendors of electric vehicle supply equipment (EVSE). Proposals were reviewed by the Sustainability Director and an environmental planner from MACOG. Formal scoring was not part of the proposal review process. Quotes were solicited and received from: • Greenlots • Lillypad • Siemens • ZEF Energy • Webasto (solicited but declined to quote) The Office of Sustainability has selected ZEF Energy for this project. ZEF Energy met all the technical requirements at the lowest cost. Tabulation of quotations is attached. I request the board consider and approve the enclosed master goods and services agreement with attached pricing proposal, terms and conditions, and required affidavits. The master goods and services agreement is not a commitment to purchase. The agreement extends both pricing and terms to any purchase made by the City in 2019. The terms of the agreement have been reviewed by Legal and IT. Total purchases are not to exceed $24,999 which will provide between 5 and 7 EVSE units, along with all required software and services for five years, and branded decals. It does not include installation, which will be provided by a local licensed electrician. One charger will be installed at Howard Park. Other locations will be identified in early 2019. The Sustainability Office has appropriated sufficient funds in 2019 and 2020 from supplies account 101-0616-419-21-04. Attachments: Quote Request Quote Evaluation Matrix Master Goods and Services Agreement 2019 Price Quote 2020 Pricing Proposal Conditions of Sale Warranty Terms Software -As -a -Service Terms and Conditions Non -Debarment Affidavit