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PARATRANSIT, INC. AND HYBRID TECHNOLOGIES, INC.
JOINT VENTURE AND VEHICLE PURCHASE AGREEMENT
This agreement
is between Paratransit, Inc. ("Paratransit"), a nonprofit
corporation
established and
existing under the laws of the State of California
having its
principal place of business at 2501 Florin Road, Sacramento,
California, and Hybrid
Technologies,
Inc. ("Hybrid"), a Nevada corporation
having its principal place of business at East Bonanza Road, Suite
144-145-5001,
Las Vegas, Nevada
89110 and its
development
facility in
Mooresville,
North
Carolina.
WHEREAS, Paratransit
has developed considerable expertise in the transportation
service industry,
advocating
for a fully
accessible
and integrated public
transportation system. Starting with just two vehicles,
Paratransit's fleet
now
operates over 150. The
Paratransit
maintenance shop
services vehicles for
40
other agencies in the region. Paratransit provides planning and services to
24
community partners
ranging from United
Cerebral Palsy to Health For All to the
Women's Civic Improvement Center.
WHEREAS, Hybrid has
developed considerable
expertise in the
distribution
of
various products
propelled by lithium ion, and is a leader in the field
of
development and
manufacturing
of cutting edge
lithium ion powered
vehicles.
Hybrid has secured
partnerships with
leaders in the industry that manufactures
electric motors and the controllers required for powering lithium
vehicles, and
has pioneered
production
of electric powered conversions of four wheeled
vehicles as well as a
host of other products such as motorbikes, electric
bicycles and lawn
mowers. Hybrid has proprietary interests in valuable and
confidential related
technology, including
methods for processing, as well as
operational and
manufacturing
know-how, and experience in operating the
said
processes.
WHEREAS, both parties desire to work together, calling on their
respective areas
of expertise,
in order to
develop a long-term relationship to produce a
lithium-powered
"community
transportation
network". The initial
relationship
shall be the purchase
of two (2)
Daimler Chrysler PT cruisers and one (1)
Chrysler/Dodge
transport family van
full lithium version for use in service of
Paratransit. The
vehicles shall serve
as a unique pilot project and options to
purchase ten (10)
additional
vehicles shall be entered into should the
pilot
project meet
or exceed Paratransit executives' expectations. Purchase of
additional vehicles shall be based on Paratransit budget and
requirements.
NOW, THEREFORE, the parties hereto agree as follows: A.
Definitions
1. When used in this
agreement, each of the
terms set forth in this paragraph
shall,
respectively, have the following meanings:
2. "Developed Product" shall mean a product jointly developed by Hybrid and
Paratransit
under this Agreement.
3. "Effective Date" shall mean the last date this contract is
signed by either
party.
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4. "Evaluation Period"
means the period
during which the parties will continue
to work
together to
identify and determine
the commercial
feasibility
of
potential
products, as
agreed between them,
beginning on the Effective Date
of this contract
until a party notifies the other party,
in writing,
that
they no longer
wish to participate, in no case less than six (6) months
5. "Process" shall mean the methods now owned, controlled or
employed by Hybrid
and or its
affiliated companies and battery suppliers.
6. "Know-How" means
secret processes, technical data, drawings, designs,
illustrations,
information
and all other types
of knowledge now owned or
controlled
by Hybrid and Paratransit, respectively, including their
respective
systems, whether written or otherwise, that are reasonably
connected
with the Process and
reasonably
necessary to the
manufacture of
the Developed
Products.
7. "R&D Expense"
shall mean the required cost of developing the various
Developed
Products, including sample products supplied to Hybrid during
Evaluation
Period.
B. Price
1. The total purchase
price for the vehicles
shall be Eighty-Eight Thousand
Seven Hundred
Fifty Dollars ($88,750.00) as follows:
Vehicle 1:
Chrysler PT Cruiser full lithium version ($39,000 less
50% discount) Total Vehicle 1 cost - $19,500 [Exhibit A]
Vehicle 2:
Chrysler PT
Cruiser full lithium version ($39,000
less
25% discount) Total Vehicle 2 cost - $ 29,250 [Exhibit A]
Vehicle 3:
Chrysler/Dodge transport family van full lithium version
[Exhibit B] Total Vehicle 3 cost - $40,000
2. It is noted
that the actual
cost of each
vehicle and system is slightly
above
$40,000, so Hybrid is providing the vehicles "below cost" as an
incentive to for
Paratransit to purchase additional vehicles from Hybrid, as
well as to work
with Hybrid in this
joint venture to
promote and
encourage
the use of
lithium vehicles.
3. Hybrid shall
receive a deposit of 30%, or Twenty-Six Thousand Six Hundred
Twenty-Five
Dollars ($26,625), payable thirty (30) days following full
execution of
this contract.
4. Shipping costs
of the vehicles from Mooresville, North Carolina to
Sacramento,
California will be the responsibility of Paratransit.
5. Paratransit will
pay Hybrid the balance
of Sixty-Two
Thousand One
Hundred
Twenty Dollars
($62,125.00) within
thirty (30) days of the date the vehicles
are fully
operational in Sacramento.
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6. As part of this
contract, Paratransit
shall have the option
to purchase up
to an additional ten (10) Chrysler PT
Cruisers with full lithium conversions
at [Hybrid's]
cost of Forty-Five Thousand Dollars ($45,900.00) each.
C. Evaluation Period
Paratransit
and Hybrid shall continue a
cooperative evaluation
program for
an Evaluation Period beginning on the Effective Date of this Agreement,
during which
period the parties
will continue to work
together to
identify
and determine the commercial feasibility of potential products as
stipulated.
This can include
marketing efforts at a
local, state or federal
level,
as well as operation
by Paratransit of a
prototype lithium-powered
taxicab
that is fully accessible to disabled passengers within the
requirements of
the Americans with Disability Act (ADA).
D. Development Period
1. Both parties agree
to initiate and pursue
together, on an
exclusive basis,
the development of a lithium ion powered Chrysler PT Cruiser full
lithium
version
(Exhibit A) for
use as a taxicab.
Upon completion of the
prototype
vehicles,
Hybrid and
Paratransit
will work together to
develop a potential
public
relations plan and distribution scenario for the said vehicles,
including
media events
on a statewide
basis in California.
A plan for the
sale of similar
vehicles may also be
entered into with the following prices:
Up to 25 units:
$45,900 per vehicle
2. During the
Evaluation Period (including any extension thereof), Hybrid will
endeavor
to develop
Developed Products and Paratransit will endeavor to
develop a
business model to
include lithium ion powered taxi service so that
Hybrid can
supply Paratransit with Developed Products in accordance
with
Paratransit's
specifications.
E. Testing Period
Hybrid
and Paratransit shall determine a critical success factor for the
full
lithium
ion powered PT Cruiser vehicles and the Chrysler/Dodge
transport
family van full
lithium version. Should the product meet
