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<br />EXECUTION VERSION
<br /> Page 5
<br />however, before any such Modifications, EBCE shall provide at least sixty (60) days written prior notice to City and
<br />obtain all necessary permits prior to commencing any Modification.
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<br />14. Removal. Within ninety (90) days following the expiration of the Operating Term at a Property, the removal of
<br />a Property from this Agreement pursuant to Section 5, or the termination of this Agreement, EBCE shall remove,
<br />or cause its contractors and vendors to remove, relevant Charging Station(s) from either the removed Property or
<br />from all Properties, as applicable, and all of EBCE’s other equipment and personal property from the applicable
<br />Property, but not electric infrastructure, which shall remain with each Property. EBCE shall ensure that no EBCE
<br />equipment or EBCE personal property is left on the Property that would impede any sidewalks, walkways or paths.
<br />Any pavement or other surface impacted by EBCE’s removal pursuant to this section shall be restored to its original
<br />condition and to City’s satisfaction, normal wear and tear excepted. EBCE shall ensure that it or its designated
<br />contractor(s) and/or service providers obtain from governmental authorities all approvals, including but not limited
<br />to permits, required to conduct such removal activities. This provision shall survive the termination of this
<br />Agreement. EBCE and its contractors and vendors shall coordinate with PG&E and have the electric service and
<br />switchgear removed. Electrical conduits can be capped and abandoned in place. Wires must be disconnected and
<br />removed.
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<br />15. Representations. Warranties & Covenants. The Parties each hereby represent and warrant to the other Parties
<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 by
<br />all necessary action and do not violate any of the terms or conditions of its governing documents, any contract to
<br />which it is a party, or any law, regulation, order, or other legal determination applicable to it; (c) there is no pending
<br />or, to its knowledge, threatened litigation or proceeding that may adversely affect its ability to perform the
<br />Agreement; (d) it is duly organized and validly existing under the laws of the jurisdiction of its organization; (e) the
<br />Agreement constitutes a legal, valid and binding obligation of such Party, except as enforceability may be limited
<br />by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and by general principles of equity.
<br />Each Party shall comply with all federal, state, and local laws, rules, regulations (including, without limitation, all
<br />zoning ordinances and building codes, nondiscrimination laws) and as amended from time-to-time in performing its
<br />obligations under the Agreement.
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<br />16. Indemnity. To the fullest extent permitted by law, each Party shall defend, indemnify and hold harmless the
<br />other Party, and their respective affiliates, representatives, agents, officers, officials, directors, managers, members,
<br />partners, contractors, or employees, from and against all third-party claims, demands, causes of action, liabilities,
<br />costs, damages, losses, penalties, fines, judgments or expenses, including reasonable attorneys' fees and costs of
<br />collection (collectively, “Losses”) that arise out of or result from (i) any willful misconduct or negligence of the
<br />indemnifying Party in connection with this Agreement, (ii) any breach by the indemnifying Party of its obligations,
<br />representations or warranties under section 15 of this Agreement, or (iii) the indemnifying Party’s operation of each
<br />Site or Property, except to the extent arising out of or resulting from any willful misconduct or negligence of the
<br />indemnified Party. The obligations of the Parties under this Section 16 shall survive the expiration, cancellation, or
<br />termination of this Agreement and the Term.
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<br />17. Insurance. During the Term, EBCE shall maintain insurance in full force and effect, at its cost and expense, as
<br />set forth in Exhibit B, attached hereto and incorporated herein by this reference. The insurance limits required of
<br />EBCE may be satisfied through self-insurance or a JPA, as designated in Exhibit B.
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<br />18. Limitation of Liability. In the absence of gross negligence or intentional conduct, in no event shall either Party
<br />be liable (in contract or in tort, including negligence and strict liability) to such other Party for any special, indirect
<br />or consequential damages relating to this Agreement. The provisions of this Section 18 shall apply to the full extent
<br />permitted by law and shall survive termination of this Agreement.
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<br />19. Miscellaneous.
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<br /> a. Notice. Any notice provided or permitted to be given under the Agreement must be in writing and
<br />be served either by (i) deposit in the mail, addressed to the Party to be notified, postage prepaid, and registered or
<br />certified, with a return receipt requested, or (ii) deposit with an internationally recognized overnight delivery carrier,
<br />with notice of delivery to the recipient Party. Notice given by registered or certified mail or overnight carrier shall
<br />DocuSign Envelope ID: D2372BE9-D7E3-4E76-9BFF-E8B3CA2B606C
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