25F - AGMT WITH TESLA SUPERCHARERS

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Agreement, provided that no Event of Default (as defined in Section 16) exists at the time of extension. Tesla shall exercise the option for each Renewal Term by giving notice to City no later than thirty (30) days prior to the expiration of the Initial Term or Renewal Term, as applicable. 8. REMOVAL: Tesla shall, at its sole cost, remove the Trade Fixtures (as defined in Exhibit B promptly following termination of this Agreement and restore the Premises to a condition commensurate with the rest of the Property, subject to exceptions for reasonable wear and tear and damage by casualty or condemnation. City agrees that all Trade Fixtures and related intellectual property are and shall remain the personal property of Tesla. The Infrastructure (as defined in Exhibit B) shall be left in a safe condition and shall become the property of City upon termination of this Agreement (except for Infrastructure that is upstream of the meter, which is and shall remain the property of the utility). 9. UTILITIES: As more particularly described on Exhibit C: A. Tesla agrees to arrange and pay the charges for all Tesla-related utility services provided or used, including payment for electricity consumed by Tesla's meter, in or at the Premises during the Term. Tesla shall pay directly to the utility company the cost of installation of any and all such Tesla-related utility services and shall arrange to have the utility service at the Premises and EVCS Area separately metered. B. City shall be responsible for paying all utility bills related to the City s meter for the EVCS Area after installation, including payment for electricity consumed at the EVCS Area during the Term. C. The Parties acknowledge and agree that neither shall be responsible for any damages suffered by the other in connection with the quality, quantity or interruption of utility service, unless the cause of the disruption or damage was due to the gross negligence or intentional misconduct of the other Party. 10. USE: Tesla shall use and occupy the Premises during the Term for a Supercharger Station and incidental purposes, which may include generating photovoltaic electricity and operating an energy storage system, and for any other lawful use as may be approved by City, such approval not to be unreasonably withheld, conditioned or delayed ("Permitted Use"). Tesla is authorized to operate and collect payment for use of the Supercharger Station year round, twenty-four (24) hours per day and seven (7) days per week. Nothing herein shall prevent City from installing non- Tesla charging equipment at any location on the Property, including immediately adjacent to the Premises; provided that such equipment shall not be installed within the Premises. 11. MAINTENANCE: Tesla shall be responsible for maintaining the Supercharger Station (including repair and replacement of equipment, as necessary) at its sole cost, and City shall have no liability for damage to the Supercharger Station unless caused by City's gross negligence or intentional misconduct. Notwithstanding the foregoing, City's normal responsibility to maintain the common areas of the Property shall also applyto the Premises, such as for repaving, restriping, and garbage collection, and City agrees to coordinate such maintenance with Tesla pursuant to Section 12. Tesla may, at its sole cost, install security cameras and other equipment to monitor the Premises from off -site, which requires prior City approval. Page 3 v.20190227 25F-6