RES 221331 - Laserfiche WebLink

5. Removal of Properties. A Property identified in Exhibit A, and any Notice to Proceed executed for such Property,may be removed from this Agreement: a. by EBCE,upon thirty(30)days'written notice to Host, in the event EBCE determines that the construction of a Charging Station is impracticable or uneconomical at such Property;or b. by EBCE, if any portion of such Property is condemned or taken in any manner for a public or quasi-public use that could adversely affect EBCE's use of the Site at such Property, as of the date title to the condemned portion of such Property is transferred to the condemning authority;or C. by Host, upon thirty (30) days' written notice to EBCE, in the event a Notice to Proceed for such Property has not been issued within [fifteen] [(15)]months following the Effective Date;provided that the foregoing right shall terminate upon the date a Notice to Proceed is issued for such Property;or d. by either Party,if any portion of such Property is damaged by fire or other casualty in a manner that adversely affects EBCE or Host's use of the Site at such Property,within thirty(30)days of the date of such fire or other casualty. 6. Termination. This Agreement may be terminated in its entirety with respect to all Properties: a. by Host, upon thirty (30) days' written notice to EBCE, in the event a Notice to Proceed has not been issued for any Property within [thirty-six/forty-eight] [(36/48)] months following the Effective Date; provided that the foregoing right shall terminate if a Notice to Proceed for any Property is issued prior to such deadline;or b. by either Party if the other Party breaches or fails to perform any of its obligations in any material respect,and such breach or failure continues uncured for ten(10)business days after receipt of written notice;provided that if such breach or failure reasonably requires more than ten(10)business days to cure,this provision shall not be triggered if such breaching Party commences to cure within such period and diligently proceeds to complete such cure;or C. by either Party,if the other Party becomes insolvent or proceedings are instituted by or against it under any provision of any federal or state bankruptcy or insolvency laws;or d. by either Party,if all Properties identified in Exhibit A have been removed from this Agreement pursuant to Section 5. 7. Electricity and Communications. Unless otherwise agreed by the Parties, EBCE shall be responsible for all electricity and communications costs of the Charging Station(s) by obtaining separately metered electricity service at each Property. Host shall reasonably cooperate with EBCE's efforts regarding the provision of electricity to the Charging Station(s)at each Property.Neither Host nor EBCE has any responsibility or liability for interruption,curtailment, failure,or defect in the supply or character of distribution utilities furnished to the Charging Station(s)at each Property. Host grants to EBCE the right to establish and/or receive utility services at each Property,including but not limited to electric,and the right for the distribution utility service supplier to construct, reconstruct, install, inspect, maintain, replace, remove, and use said utility services to serve each Charging Station together with the right for the utility service supplier to ingress to and egress from said utility service facilities across each Property. To the extent required in the respective Approval(as defined in Section 12 below),Host agrees to grant the right to the distribution utility and/or service utility for each Property to trim, cut down,and clear away or otherwise control any trees or brush within five(5)feet of either side of said route. In addition,Host will use commercially reasonable efforts to not erect or construct any building or other structure or drill or operate any well under or within five(5)feet of either side of said route. S. Maintenance and Operation of Sites. Host will use commercially reasonable efforts to cause each Site, including EBCE Charging Stalls,to be maintained in a clean,safe,and orderly condition,which shall be at least 2