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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
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