25F - AGMT WITH TESLA SUPERCHARERS

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to the terms of this Agreement. The Premises are located on the property commonly known as Garage B - 5th & Spurgeon, located at 300 E 5th Street, Santa Ana, CA 92701 (the "Property"). 3. FOOTPRINT: A total of twenty (20) parking spaces shall be outfitted with Superchargers (as defined in Exhibit B) to serve as dedicated charging stalls ("Dedicated Stalls"). 4. CONSTRUCTION AND ALTERATIONS: A. Tesla's Work: Tesla shall, at its sole cost, perform the EVCS Utility Work (as defined in Exhibit C) make alterations to the Premises and construct the Supercharger Station (collectively, "Tesla's Work"). Tesla acknowledges that Tesla's Work shall only begin after: (a) City has approved the plans and specifications, including equipment locations (the "Approved Plans"); and (b) Tesla has obtained all permits and approvals required by applicable governing bodies. Note that the City's execution of this Agreement does not confer approval of the Approved Plans. Any alterations to the Approved Plans or Supercharger Station shall be approved in advance by City's manager and shall comply with applicable Laws (as defined in Section 33). City's approval of the plans and specifications, and of any alterations to the Approved Plans or Supercharger Station, may be by e-mail and shall not be unreasonably withheld, conditioned or delayed. Tesla shall promptly repair any damage to the Property caused by Tesla, its agents, contractors and employees while performing Tesla's Work to the reasonable satisfaction of the City. For the avoidance of doubt, any subsequent alterations to the plans for the EVCS Utility Work shall be mutually approved by the Parties. B. EVCS Utility Work: As more particularly described in Exhibit C Tesla shall, at its sole cost, coordinate the EVCS Utility Work in the portion of the Property depicted on Exhibit A ("EVCS Area") to enable City to own and operate a EVCS at the Property. Except for the EVCS Utility Work, City is solely responsible for all obligations related to the EVCS Area and/or the EVCS, including but not limited to the maintenance, replacement, and removal of all equipment within the EVCS Area and Tesla shall have no liability for any damage or loss incurred by City related to the EVCS Area and/or EVCS unless caused by Tesla's gross negligence or intentional misconduct. 5. POSSESSION DATE: The first date that Tesla may enterthe Premises and Property to begin Tesla's Work is anticipated to be on February 7, 2020 (the "Possession Date"). Upon the mutual agreement of the Parties, the Possession Date may be changed by letter acknowledging the new Possession Date. 6. COMMENCEMENT DATE: Tesla shall open the Supercharger Station to the public (the "Commencement pate°) within three hundred and sixty-five (365) days following the Possession Date, provided that such time shall be extended to the extent a delay is due to permitting, utility, or other requirements beyond Tesla's control, or is due to Force Majeure (as defined in Section 31). Tesla shall deliver written notice to City promptly following the Commencement Date to confirm such date for recordkeeping purposes. TERM: The initial term of this Agreement shall expire five (5) years from the last day of the month in which the Commencement Date occurs (the "Initial Term"). Tesla shall have two (2) options to extend the term of this Agreement for an additional five (5) years each (each a "Renewal Term" and together with the Initial Term, the "Term"), upon the same terms contained in this Page 2 v.20190227 25F-5