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2022.10.13
<br /> said items are considered fixtures and attachments to a Site under applicable laws; provided, however, before
<br /> any such Modifications,EBCE shall provide at least sixty(60)days prior notice to Host. [Where Host reasonably
<br /> determines that the requested Modifications are significant(including,but not limited to,height or size increase
<br /> of 20%or more),Host may require EBCE to submit a project design and obtain and amendment to the existing
<br /> Notice to Proceed for the Site.] EBCE shall also obtain all necessary Approvals prior to commencing any
<br /> Modification. If,at any time during the Term,EBCE removes all or a portion of any Charging Station and does
<br /> not upgrade or replace it with new direct current fast charger technology,the stall will return to circulation as a
<br /> parking stall for any vehicle type.
<br /> 14. Removal.Within ninety (90)days following either the termination of this Agreement or the removal of a
<br /> Property from this Agreement pursuant to Section 5,as applicable,EBCE shall remove,or cause its contractors
<br /> and vendors to remove,relevant Charging Station(s)from either the removed Property or from all Properties,as
<br /> applicable, and all of EBCE's other equipment and personal property from each applicable Site,but not electric
<br /> infrastructure, which shall remain with each applicable Property.EBCE and its contractors and vendors shall
<br /> coordinate with PG&E and have the electric service and switchgear removed.Electrical conduits can be capped
<br /> and abandoned in place. Wires must be disconnected and removed. EBCE shall ensure that no improvements are
<br /> left on the Property which would impede any sidewalks, walkways or paths. This provision shall survive the
<br /> termination of this Agreement.
<br /> 15. Representations. Warranties&Covenants. Host and EBCE each hereby represent and warrant to the other
<br /> that, as of the Effective Date: (a) it has all necessary power and authority to execute, deliver, and perform its
<br /> obligations hereunder;(b)the execution,delivery,and performance of the Agreement have been duly authorized
<br /> by all necessary action and do not violate any of the terms or conditions of its governing documents,any contract
<br /> to which it is a party, or any law, regulation,order,or other legal determination applicable to it; (c)there is no
<br /> pending or,to its knowledge,threatened litigation or proceeding that may adversely affect its ability to perform
<br /> the Agreement; (d)it is duly organized and validly existing under the laws of the jurisdiction of its organization;
<br /> (e) the Agreement constitutes a legal, valid and binding obligation of such Party,except as enforceability may
<br /> be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights and by general
<br /> principles of equity. Both Parties shall comply with all federal,state,and local laws,rules,regulations(including,
<br /> without limitation,all zoning ordinances and building codes,nondiscrimination laws)and as amended from time-
<br /> to-time in performing its obligations under the Agreement.
<br /> 16. Indemnity. Each Party shall indemnify and hold harmless the other Party,and their respective affiliates,
<br /> representatives, agents, officers, officials, directors, managers, members, partners, contractors, or employees,
<br /> from and against all third-party claims, demands, causes of action, liabilities,costs, damages, losses, penalties,
<br /> fines,judgments or expenses, including reasonable attorneys'fees and costs of collection(collectively,"Losses")
<br /> that arise out of or result from:(i)any negligence of the indemnifying Party in connection with this Agreement,
<br /> (ii)any breach by the indemnifying Party of its obligations,representations or warranties under this Agreement,
<br /> (iii) the indemnifying Party's operation of the Property, Site or Charging Stations; and (iv) actions of the
<br /> indemnifying Party's contractors,subcontractors or agents, except to the extent arising out of or resulting from
<br /> any willful misconduct or gross negligence of the indemnified Party. The obligations of the Parties under this
<br /> Section shall survive the expiration,cancellation,or termination of this Agreement and the Term.
<br /> 17. Insurance.During the Term, EBCE shall maintain insurance in full force and effect,at its cost and expense,
<br /> as set forth in Exhibit B,attached hereto and incorporated herein by this reference. The insurance limits required
<br /> of EBCE may be satisfied through self-insurance or a JPA,as designated in Exhibit B.
<br /> 18. Limitation of Liability.In no event shall either Party be liable(in contract or in tort,including negligence
<br /> and strict liability) to such other Party for any special, indirect or consequential damages relating to this
<br /> Agreement. The provisions of this Section shall apply to the full extent permitted by law and shall survive
<br /> termination of this Agreement.
<br /> 19. Miscellaneous.
<br /> Srbmul. p REVISED 011,17 OK(
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