Resound Energy Services Terms and Conditions

These Services Terms and Conditions (“Terms”) together with the Project Bid (together, the “Agreement”) are entered into as of the effective date of the Project Bid between Customer and Resound Energy, a Washington limited liability company (“Resound”) (each a “Party and collectively “Parties”). Capitalized terms not defined in these Terms have the same meaning as in the Project Bid.

1. BID EXPIRATION
This proposal, including all pricing, terms, and conditions, is valid for 60 days from the date of issuance. If a contract is not executed within this 60-day period, the proposal shall automatically expired. If the customer elects to proceed after the 60-day validity period has elapsed, Resound Energy reserves the right to review, modify, and update pricing to reflect current material costs, equipment availability, labor rates, permitting requirements, and other market-dependent factors prior to contract execution. Any updated pricing must be mutually agreed upon in writing before work commences.

2. WORK TO BE PERFORMED
Resound will perform the work as contemplated in the Project Bid according to a schedule agreed between Customer and Resound in a workmanlike manner.

3. PRICE EXCLUSIONS AND SUBSTITUTES
The Price includes only the labor, materials, equipment, and services expressly identified in the Project Bid. Unless expressly included in the Project Bid, the Price does not include additional work required as a result of pre-existing conditions, concealed or unforeseen site conditions, inaccurate or incomplete information provided to Resound, or requirements identified after execution of the Agreement.

Such excluded work may include, but is not limited to, upgrades or repairs to existing electrical infrastructure; utility service upgrades, utility fees, transformers, meters, or other utility-required work; hazardous material identification, testing, remediation, or removal; underground obstructions or undocumented utilities; rock, unsuitable soil, or other unexpected excavation conditions; structural modifications; additional engineering; and requirements imposed by utilities, inspectors, permitting authorities, or other authorities having jurisdiction.

Unless expressly included in the Project Bid, drywall repair or patching, painting, texturing, finish carpentry, landscaping or irrigation repair, asphalt or concrete repair or resurfacing, parking lot striping, signage, ADA or other civil improvements, and other cosmetic, finish, or site restoration work are excluded from the Price. Where repair, patching, or restoration is expressly included, Resound does not guarantee an exact match to the color, texture, appearance, or condition of existing surfaces or finishes.

Customer acknowledges that Resound may rely upon visible site conditions and information, drawings, specifications, utility information, and other documentation made available to Resound when preparing the Project Bid. Resound will not be responsible for costs associated with correcting, repairing, replacing, or upgrading pre-existing conditions except to the extent expressly included in the Project Bid.

Any additional work required because of an excluded, concealed, unforeseen, or subsequently identified condition will be treated as additional Work and addressed through a Change Order in accordance with Section 9.

Resound may substitute equipment, products, or materials identified in the Project Bid when the specified item is unavailable, discontinued, subject to unreasonable procurement delay, or when a substantially equivalent product is otherwise appropriate, provided that the substituted item is reasonably equivalent in function and material scope and does not materially reduce the performance of the completed Project.

4. ELECTRICAL COMPLIANCE AND POWER SHUTDOWNS
Resound will need to bring any pre-existing electrical infrastructure up to current electrical codes as part of the work if related and subject to inspection. The customer acknowledges and agrees that the cost for code compliance is not included in the quotation. Per the National Electrical Code, all panels that are feeding new branch circuits for EVSE will require a power source shut down while Resound ties in the new circuits and/or feeders. Customers acknowledge and agrees that costs associated with temporary back up power are not included in the quote. All shut downs to occur during standard business hours unless expressly stated otherwise.

5. SUBSCRIPTION, SOFTWARE, CONNECTIVITY, AND LICENSE FEES
The Project Bid may include certain subscription, software, network connectivity, cellular/data service, licensing, extended warranty, or similar recurring fees for a specified period of time. Any such fees are included only to the extent and for the duration expressly stated in the Project Bid. Customer acknowledges and agrees that it is responsible for all ongoing or recurring fees associated with the operation of the equipment, including but not limited to OCPP software or network services, cellular or other data connectivity, software licenses, and extended warranties, that are not expressly included in the Project Bid or that arise after any included service period expires. Unless expressly stated otherwise in the Project Bid, Customer is responsible for establishing, maintaining, renewing, and paying for such services directly with the applicable third-party provider.

6. PAYMENT
A fifty percent (50%) initial payment is due upon execution of the Agreement. Resound is not obligated to schedule installation or mobilize for the Project until the initial payment has been received.

Unless the Project requires a utility connection, utility service upgrade, utility energization, or other utility work that prevents the Charging Stations from being commissioned and placed online following Resound’s installation, the payment schedule will be fifty percent (50%) of the Price due upon execution of the Agreement and the remaining fifty percent (50%) due upon completion. Completion is defined as installation of the Charging Stations and successful commissioning such that the Charging Stations are online and operational.

If Resound has substantially completed its Work but final commissioning or operation of the Charging Stations is delayed because of a pending utility connection, service upgrade, energization, meter installation, or other utility-related work outside Resound’s control, forty percent (40%) of the Price will be due upon Substantial Completion, resulting in ninety percent (90%) of the Price having been invoiced. The remaining ten percent (10%) will be due following completion of the required utility work and successful commissioning of the Charging Stations such that they are online and operational.

For purposes of this Section, “Substantial Completion” means that all equipment included in Resound’s scope has been installed and the applicable electrical permit for Resound’s Work has been closed or otherwise received final approval from the authority having jurisdiction, with only utility-dependent work and final commissioning remaining.

Customer acknowledges that utility scheduling, utility construction, service upgrades, meter installation, energization, and other utility activities are outside Resound’s control. A delay in such activities will not delay or otherwise affect Customer’s obligation to pay the ninety percent (90%) of the Price due through SubstantiaCompletion.

Except for the initial payment, which is due upon execution of the Agreement, Customer will pay all invoices within thirty (30) days of the invoice date. Customer is responsible for all applicable sales tax. Resound will charge interest at the rate of one percent (1%) per month on amounts not paid within thirty-one (31) days of the invoice date, plus all costs of collection, including reasonable attorneys’ fees.

If Customer fails to make any payment when due, Resound may suspend procurement, scheduling, mobilization, or performance of the Work until all past-due amounts are paid. Any such suspension will not constitute a breach by Resound, and the Project schedule will be reasonably extended. Customer will be responsible for reasonable costs resulting from the suspension and resumption of the Work, including remobilization, storage, escalation, and other resulting costs.

7. REBATE
If a rebate, grant, incentive, or other third-party funding (“Incentive”) is anticipated to fund a portion of the Project, any Incentive amount identified in the Project Bid prior to formal approval by the applicable utility, government agency, or program administrator is an estimate only and is not guaranteed by Resound.

If Customer elects to assign an Incentive to Resound and the anticipated Incentive exceeds twenty-five percent (25%) of the total Project Price, Resound will add two and one-half percent (2.5%) to the total Project Price unless otherwise expressly stated in the Project Bid.

Resound may assist Customer with applications, documentation, inspections, or other requirements associated with an Incentive. Customer acknowledges, however, that Incentives are administered and ultimately approved and paid by third parties outside Resound’s control. Resound does not guarantee final Incentive eligibility, funding availability, payment amount, payment timing, or continued availability of any Incentive program.

Customer is responsible for satisfying all requirements applicable to Customer under the Incentive program, including providing accurate and timely information, documentation, signatures, access, and other cooperation required by the applicable program.

Unless expressly stated otherwise in the Project Bid, Customer remains responsible for payment of the full Project Price if an Incentive is denied, reduced, delayed, withdrawn, recaptured, or otherwise not paid for reasons outside Resound’s control. Any portion of an Incentive not received by Resound when assigned to Resound will remain the responsibility of Customer.

If an Incentive assigned to Resound is increased after approval or final determination by the applicable program administrator, any amount received in excess of the Incentive amount credited to Customer in the Project Bid will remain the property of Resound unless otherwise expressly agreed in writing.

Any energy savings, financial savings, payback periods, return on investment, or similar projections provided in connection with the Project are estimates only. Customer is responsible for independently verifying such estimates.

8. INSTALLATION HOURS
Resound will use commercially reasonable efforts to perform the Work in a manner that limits disruption to Customer’s operations. Unless otherwise expressly stated in the Project Bid, Resound’s standard onsite installation hours are 7:00 a.m. to 3:00 p.m. Work requested or required outside standard installation hours may result in additional labor costs and will be addressed through a Change Order.

9. CHANGE ORDERS
Customer may request and approve changes to the Work in writing, including by email (“Change Orders”). Customer will designate one or more representatives authorized to approve Change Orders on Customer’s behalf, and approval by any such representative will be binding upon Customer.

A Change Order may be required as a result of Customer-requested changes, changes to the scope or design, unforeseen or concealed site conditions, inaccurate or incomplete information provided by Customer, conditions that differ materially from those reasonably observable prior to commencement of the Work, requirements imposed by utilities, inspectors, permitting authorities, or other authorities having jurisdiction, or other circumstances that require work, materials, equipment, or services beyond those expressly included in the Project Bid.

Change Orders may result in adjustments to the Price and Project schedule. Resound will not be responsible for delays resulting from circumstances giving rise to a Change Order or from the time reasonably required to prepare, review, approve, procure, or perform additional work associated with a Change Order.

Resound will not be required to perform work outside the agreed scope without Customer’s written approval of the applicable Change Order. If additional work is necessary to continue the affected portion of the Project, Resound may suspend that portion of the Work until the Change Order is approved. Any resulting delay will constitute an excusable delay and the Project schedule will be reasonably extended.

Approval by email or other written electronic communication from Customer’s authorized representative will constitute written approval of a Change Order and authorization for Resound to proceed with the additional or modified Work.

10. CUSTOMER RESPONSIBILITIES
Customer will provide Resound with timely access to the Project site and all areas reasonably necessary to perform the Work. Customer will provide accurate and complete information, specifications, drawings, site plans, electrical information, and other documentation in Customer’s possession or control that is reasonably necessary for the Project. Resound may rely upon information provided by Customer and will not be responsible for additional costs or delays resulting from inaccurate, incomplete, or undisclosed information.

Customer will reasonably cooperate with Resound in connection with permitting, inspections, utility coordination, equipment commissioning, and other activities necessary to complete the Project, including providing signatures, authorizations, account information, utility information, and other documentation when required.

Customer is responsible for obtaining any approvals, permissions, or authorizations required from the property owner, landlord, property manager, homeowners’ association, or other parties having control over the Project site, unless expressly included in Resound’s scope.

Customer will provide reasonable access to existing electrical equipment and infrastructure and will coordinate access to occupied, secured, restricted, or controlled areas as necessary for Resound to perform the Work. Customer will also provide reasonable access for required electrical shutdowns and will notify tenants, residents, employees, or other affected parties of scheduled shutdowns or disruptions unless expressly included in Resound’s scope.

Customer is responsible for maintaining the Project site in a condition that allows Resound to safely and efficiently perform the Work, including keeping designated work areas reasonably clear of vehicles, stored materials, and other obstructions. Any remobilization, additional labor, standby time, or other costs resulting from Customer’s failure to provide required access or site readiness may be treated as additional Work and subject to a Change Order.

11. DISPUTES
Any controversy or claim arising out of or relating to this Agreement or its breach, will first be discussed between the principal of Client and principal of Resound. If the dispute is not resolved by the principals, it will then be submitted to the American Arbitration Association according to Construction Industry Arbitration Rules. Judgment upon the award rendered by the arbitration may be entered by the Superior Court of the county where the project is located. The substantially prevailing party in arbitration or litigation will be entitled to recover its reasonable attorney’s fees and all reasonable costs and expenses incurred, in addition to such other relief as may be awarded by the arbitrator or judge.

12. WARRANTY AND DISCLAIMER
Resound warrants its installation workmanship for a period of one (1) year following completion of Resound’s Work. During the warranty period, Resound will correct defects in installation workmanship attributable to Resound at no additional cost to Customer.

Equipment, materials, Charging Stations, software, and other products provided by third-party manufacturers or providers are subject solely to the warranties, if any, provided by the applicable manufacturer or provider. Resound will reasonably assist Customer with manufacturer warranty or RMA claims for equipment supplied by Resound but does not warrant or guarantee the performance, availability, or continued operation of third-party products or services.

Resound’s warranty does not cover failures, damage, service interruptions, or other issues resulting from manufacturer defects; utility outages, voltage fluctuations, power quality, or other utility conditions; internet, cellular, network, OCPP software, payment processing, or other third-party services; vandalism, theft, vehicle impact, misuse, abuse, accidents, or acts of nature; modifications, repairs, or work performed by Customer or third parties; failure to maintain required subscriptions, software, connectivity, or services; or defects or failures associated with pre-existing electrical or other infrastructure.

Resound expressly disclaims responsibility for hazardous materials, concealed conditions, defects, electrical deficiencies, or other pre-existing conditions at the Project site except to the extent expressly included in Resound’s scope of Work.

Except for the express workmanship warranty stated above, Resound makes no other warranties regarding the Work, equipment, software, or services, whether express or implied, to the fullest extent permitted by applicable law.

13. CONTRACT TERMINATION
If Customer terminates or cancels the Agreement or Work after execution, Customer will be responsible for all costs and expenses incurred or committed by Resound in connection with the Project through the effective date of termination. Such costs may include, but are not limited to, labor performed, engineering and design, permitting, utility coordination, project management, mobilization, equipment and materials ordered or received, non-refundable deposits, manufacturer or supplier cancellation charges, restocking fees, shipping and freight charges, and other third-party costs or commitments incurred by Resound in connection with the Project.

Resound will credit Customer for any amounts previously paid and for any costs that Resound is reasonably able to avoid or recover following termination. Any remaining amount owed to Resound will be invoiced to Customer and payable in accordance with the payment terms of this Agreement.

14. INTELLECTUAL PROPERTY
All sketches, drawings, tracings, and photographs provided by Resound will remain the property of Resound.

15. INDEMNIFICATION
1. Indemnification By Resound. Resound will indemnify, defend, and hold harmless Customer and its directors, officers, agents, and employees against all suits, claims, or actions arising out of any injury or death or damage to property that may occur or be alleged to have occurred (“Indemnity Events”), to the extent directly caused by Resounds use of the Site or the negligent acts or omissions of Resound, its agents, employees, or contractors, except to the extent caused by the negligence or willful misconduct of Customer, its employees, contractors, or agents.

2. Indemnification by Customer. Customer will indemnify, defend, and hold harmless Resound and its directors, officers, agents, and employees against all suits, claims, or actions arising out of any injury or death or damage to property that may occur or be alleged to have occurred related to the Site, except to the extent caused by the negligence or willful misconduct of Resound, its employees, contractors, or agents.

3. The indemnifying Party will pay the reasonable attorney’s fees of the indemnified Party for the defense of the Indemnity Events. Each Party will have the right to choose its own counsel if being indemnified. The indemnity provided by the indemnifying Party will be limited to the indemnifying party’s proportional responsibility for any breach, act, or omission giving rise to the claim for which indemnity is sought.

16. LIMITATION OF LIABILITY
Except for each Parties indemnification obligations, both Parties’ liability shall not exceed the price of the Agreement. Neither Party will be liable under these Terms for punitive, indirect, incidental, consequential, or special damages related in any way to these Terms, including but not limited to loss of profits, anticipated profits, revenue, opportunity, financing, loss of goodwill, or business interruptions.

17. LIEN RIGHTS
Resound, its subcontractors, and its suppliers retain all lien, bond, stop notice, payment claim, and other rights and remedies available under applicable law for labor, materials, equipment, or services furnished in connection with the Project. Nothing in this Agreement constitutes a waiver of any such rights or remedies.

18. INSURANCE
Resound will acquire and maintain workers’ compensation, commercial general liability, and automobile liability insurance coverage in amounts sufficient to satisfy obligations under this Agreement and in accordance with industry standards.

19. DELAY
If Resound is delayed at any time in beginning or progressing the Project by any act or neglect of Customer, by any employee or separate contractor or consultant of Customer, by changes in the Work, utility delays, permitting or inspection delays, labor disputes, fire, unusual delays in deliveries, unavoidable casualties, or other causes beyond the control of Resound, then the schedule will be reasonably extended to provide adequate time for Resound to complete the Work.

Resound will not be responsible for costs or damages incurred by Customer as a result of such delays. If such delays result in additional costs to Resound, including but not limited to remobilization, additional labor, storage, equipment or material cost increases, extended equipment rental, or additional site visits, such costs may be added to the Price through a Change Order.

20. LAWS & REGULATIONS
Both Parties and their employees and representatives represent and warrant that they will at all times comply with all applicable laws, particularly those relating to wages, hours, fair employment practices, nondiscrimination, safety, and working conditions required by any government authority for the Work.

21. GOVERNING LAW
These Terms and any claims that arise out of them will be governed exclusively by the laws of the State of Washington without regard to its conflicts of laws provisions.

22. NOTICE
Notice to a Party will be validly given if in writing and transmitted by a method that produces a record of delivery, to the address (including email address) most recently provided by the Party.

23. CARBON CREDITS & ENVIRONMENTAL ATTRIBUTES
1. Customer acknowledges and agrees that any and all rights, title, and interest in and to environmental attributes, renewable energy credits (RECs), greenhouse gas emission reduction credits, carbon offsets, or similar tradable or non-tradable environmental benefits (collectively, “Carbon Credits”) that may arise from or be associated with the installation, ownership, or operation of the electric vehicle charging stations installed by Resound Energy (“Charging Stations”) are hereby assigned to and shall remain the sole property of Resound Energy. Customer shall not claim, register, sell, transfer, or otherwise use any Carbon Credits related to the Charging Stations. At Resound Energy’s request, Customer shall reasonably cooperate to execute documentation necessary to evidence or perfect such assignment of Carbon Credits to Resound Energy.

2. Notwithstanding the foregoing, Customer may, upon no less than ninety (90) days’ prior written notice to Resound Energy, request that the rights to such Carbon Credits be reassigned to Customer. Upon receipt of such notice, Resound Energy shall take reasonable steps to reassign such rights, provided that any Carbon Credits generated, monetized, or otherwise utilized by Resound Energy prior to the effective date of reassignment shall remain the property of Resound Energy.

24. NO WAIVER
No waiver of any provision of these Terms will be effective unless explicitly in writing and signed by the waiving Party. The express waiver of any right, interest, or remedy in a particular instance will not constitute a waiver in any other instance.

25. ASSIGNMENT
Neither Party may assign a right under these Terms without the prior written consent of the other Party, except that either Party may assign its rights and obligations under these Terms during a sale of all or a substantial part of its business. Except as noted above, any assignment without consent is void.

26. SEVERABILITY
If any provision of these Terms are held by a court of competent jurisdiction to be contrary to law, the provision will be deemed void, and the remaining provisions of these Terms will remain in effect.

27. NO THIRD-PARTY RIGHTS OR BENEFICIARIES
No third-party beneficiaries exist under these Terms.

28. SURVIVAL
Any indemnity under these Terms is independent and survives termination of these Terms or the Project Bid. Any other term by its nature intended to survive termination survives termination.

29. PRECEDENCE
If a conflict exists between these Terms and the Project Bid, these Terms will control unless the Project Bid expressly identifies the provision of these Terms being modified and states that the conflicting provision of the Project Bid is intended to supersede these Terms.

These Terms and the Project Bid constitute the entire Agreement between Resound and Customer regarding the Project and supersede all prior or contemporaneous agreements, representations, discussions, or communications regarding the Project. No amendment or modification of the Agreement will be effective unless made in writing and approved by authorized representatives of both Parties.

By executing the Agreement, each Party represents that the individual executing the Agreement on its behalf has authority to bind that Party.