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<br />EXECUTION VERSION
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<br />promptly commence within (10) business days of delivery of notice, then the cure period shall continue as long as
<br />such diligent efforts to cure continue, but not beyond a date agreed to in writing by the Parties; or
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<br /> c. by City or EBCE, if the other Party becomes insolvent or proceedings are instituted by or against
<br />it under any provision of any federal or state bankruptcy or insolvency laws; or
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<br />d. by City or EBCE, if all Properties identified in Exhibit A have been removed from this Agreement
<br />either pursuant to Section 5 or upon expiration of each applicable Property’s Operating Term.
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<br />7. Electricity and Communications. Unless otherwise agreed by the Parties, EBCE shall be responsible for all
<br />electricity and communications costs of the Charging Station(s) by obtaining separately metered electricity service
<br />at each Property. City shall reasonably cooperate with EBCE’s efforts regarding the provision of electricity to the
<br />Charging Station(s) at each Property. Absent any affirmative or intentional conduct of the Parties, neither City nor
<br />EBCE has any responsibility or liability for interruption, curtailment, failure, or defect in the supply or character of
<br />the distribution utility service furnished to the Charging Station(s) at each Property, which is presently provided by
<br />PG&E. City grants to EBCE the right to establish and/or receive utility services to the Charging Stations at each
<br />Site, including but not limited to electric, and the right for the distribution utility service supplier to construct,
<br />reconstruct, install, inspect, maintain, replace, remove, and use said utility services to serve each Charging Station
<br />together with the right for the distribution utility service supplier to ingress to and egress from said utility service
<br />facilities across each Property. City understands that per PG&E Electric Rule 29, PG&E requires that new electric
<br />vehicle service extensions must provide a clear route (clear of obstructions) which inhibit the construction of either
<br />underground or overhead electric vehicle service extensions. PG&E and EBCE will work together to design the
<br />shortest or most practical and available route for PG&E to provide service extensions to the Charging Stations. City
<br />shall not unreasonably deny the distribution utility and the service utility for each Property to right to trim, cut down,
<br />and clear away or otherwise control any trees or brush within five (5) feet of said route and within the City’s property
<br />for the installation and operation of utility services in compliance with PG&E Electric Rule 29. Nothing by way of
<br />the rights established under this section shall excuse EBCE, its contractors, or the distribution utility, from their duty
<br />to obtain any and all necessary easements, licenses, permits (including encroachment and building permits), or other
<br />approvals to perform the services under this section.
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<br />8. Maintenance and Operation of Sites. City shall cause each Site, including EBCE Charging Stalls (but not
<br />including EBCE Charging Stations or related equipment, hardware, software or signage), to be maintained in a
<br />reasonably clean, safe, and orderly condition, to at least the same standard as other similar areas (e.g. parking areas)
<br />at each such Property that are under City control are maintained. For purposes of clarification, City shall have no
<br />responsibility to maintain EBCE’s Charging Stations or related EBCE equipment, hardware, software, or signage.
<br />City shall not retain any ownership rights in the Charging Station(s) and related EBCE equipment. EBCE and its
<br />employees, contractors, and vendors may, at any time during the Term, access each Site and each associated Property
<br />to maintain, inspect, repair, upgrade, remove or replace any portion of a Charging Station. EBCE shall operate and
<br />maintain, and/or retain a third-party contractor to operate and maintain, the Charging Station(s) in accordance with
<br />Exhibit C, attached hereto and incorporated herein by this reference (“Maintenance and Operations Plan”). Nothing
<br />by way of the rights established under this section shall excuse EBCE, its contractor, or electric service provider,
<br />including the distribution utility and the service utility, from their duty to obtain any and all necessary licenses,
<br />permits (including encroachment and building permits), or other approvals to perform the services under this section.
<br />Unless otherwise provided in a Notice to Proceed for a specific Site, nothing in this Agreement shall prevent City
<br />from operating parking meters or other parking payment systems on a Property, including for any parking spaces
<br />which are included in a Charging Stall or otherwise part of a Site; provided, City shall not, without EBCE’s consent,
<br />charge additional parking fees to park in a Charging Stall as compared to parking fees charged for similar parking
<br />spaces that lack Charging Stalls. City may adjust parking fees at its sole discretion; provided, City shall obtain
<br />EBCE’s consent, not to be unreasonably withheld, to charge higher fees for parking at a Charging Stall on the
<br />Property as compared to parking fees charged for similar public parking spaces at the same Property that lack
<br />Charging Stalls. Nothing in this agreement shall require City to alter its parking enforcement policies and practices.
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<br />9. EBCE Customers: Access. EBCE will provide Charging Station access to customers (“EBCE Customers”),
<br />which may include members of the public, as well as commercial fleet and rideshare vehicles, who shall be charged
<br />in amounts reasonably determined by EBCE, which may change from time to time in EBCE’s sole discretion. EBCE
<br />Customers shall have access to each Site during the hours set forth in a Notice to Proceed for each Property (the
<br />DocuSign Envelope ID: D2372BE9-D7E3-4E76-9BFF-E8B3CA2B606C
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