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EXECUTION VERSION Page 2 requiring approval from City’s City Council or EBCE’s Board. If City Council approval is required to issue a Notice to Proceed for any Property, the timeframes set forth in Sections 5(c) and 6(a) shall be counted beginning with the date such City Council approval is issued. The Notice to Proceed shall enable EBCE to advance project development which includes: (i) detailed project design, (ii) development of a permitting package to be submitted to the City for review, and (iii) approval through City permitting processes. City maintains discretion to not issue a Notice to Proceed for any Property listed in Exhibit A, in which case such Property shall be removed from this Agreement. 4. Term; Operating Term. The term of this Agreement shall commence on the Effective Date and shall terminate fifteen (15) years from the last Commercial Operation Date at any Property subject to this Agreement (as extended or renewed from time to time, the “Term”). The “Commercial Operation Date” for each Property shall mean the date on which all Charging Stations that are to be installed at such Property pursuant to an executed Notice to Proceed are first operational. Following the expiration of the initial Term, the Parties may mutually agree in writing to extend the Term of the Agreement. Each Property shall have a fifteen (15) year “Operating Term”, which shall commence on the Commercial Operation Date for such Property and expire on date that is the fifteen (15) year anniversary of such Commercial Operation Date. The Parties shall update Exhibit A to include the Commercial Operation Date and date of Operating Term expiration for each Property. EBCE shall provide six (6) months advanced written notice to City of the expiration of the initial Term and the expiration of any Operating Term stating whether EBCE will offer to extend the initial Term or an applicable Operating Term and if so, under what terms and conditions. Following such written notice, the Parties may mutually agree in writing to extend either the Term of the Agreement or the Operating Term for any Property. Absent an agreement to extend the Operating Term for a Property, such Property shall be removed from this Agreement upon the expiration of the applicable Operating Term. 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 City, in the event EBCE determines that the construction of a Charging Station is impracticable or uneconomical at such Property; or b. by EBCE, upon thirty (30) days’ written notice to City, if a Site or any portion of the applicable Property necessary to access such Site is condemned or rendered unusable for the intended purpose through action of the City; or c. by City, upon thirty (30) days’ written notice to EBCE, in the event a Notice to Proceed for such Property has not been issued within the later of fifteen (15) months following the Effective Date or fifteen (15) months following the date on which such Property was added to Exhibit A; or d. by City or EBCE, upon thirty (30) days’ written notice to City, if any portion of such Property is damaged by fire or other casualty in a manner extinguishes EBCE’s use of the Site at such Property; or e. by City or EBCE, upon thirty (30) days’ written notice to the other Party, if the Commercial Operation Date has not occurred for such Property within thirty-six (36) months following the date on which a Notice to Proceed was issued for such Property. 6. Termination. This Agreement may be terminated in its entirety with respect to all Properties, as follows: a. by City, 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 (36) months following the Effective Date; provided City agrees that such thirty-six (36) month period shall be extended for delays that are not caused by EBCE’s unreasonable delay in performing any of its obligations under this Agreement or that are outside the reasonable control of EBCE, including delays caused by the City in approving a Notice to Proceed under Section 3, or by the distribution utility (currently PG&E) in completing new electric vehicle service extensions at a Property (as described in Section 7 of this Agreement); or b. by City or EBCE 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 delivery of written notice; provided that if such breach or failure cannot reasonably be cured within such period and if diligent efforts to cure