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12. TEMPORARY IMPAIRMENT: Tesla agrees that City shall have the right to temporarily access and/or temporarily restrict access to a portion of the Premises to perform routine parking lot maintenance or planned power outages, provided City shall make best efforts that (a) not more than half of the charging stalls may be restricted at any given time, (b) City shall use commercially reasonable efforts to minimize any impairment of the Premises, including, without limitation, by limiting such impairmentto times of day and days of the weekthat are not busy charging periods, and (c) except in the case of an emergency, City shall provide Tesla at least thirty (30) days advance written notice stating the date, time, duration and scope of the planned impairment. 13. CITY COVENANTS: City represents that: (a) it is the owner of the Property and has the power and authority to enter into this Agreement on the terms hereof; (b) it has obtained any required consents to enter into this Agreement; (c) the Property is subject to no conditions, restrictions or covenants incompatible with the Permitted Use; and (d) this Agreement does not violate any agreement, lease or other commitment by which City is bound. City shall not take any action that would impair or interrupt the use of the Premises or Supercharger Station, except as permitted in Section 12. City agrees to notify Tesla within a commercially reasonable time if (x) it has knowledge of third -parties impairing or misusing the Supercharger Station, or (y) it obtains knowledge of a needed repair to the Supercharger Station. If non -Testa motorists repeatedly park in the Dedicated Stalls, thereby impairing use of the Dedicated Stalls, then the Parties shall reasonably cooperate to implement an appropriate and effective strategy for preventing such impairment, which may include, without limitation, alternative signage and painted asphalt. 14. PAYMENTS TO CITY: Other than parking fees charged to all users of the Property, City shall have no right to request or accept payment from Tesla, Tesla customers or any other third -parties in connection with use of the Supercharger Station. 15. SIGNAGE: Subject to applicable Laws (as defined in Section 33), Tesla shall install signage for the Dedicated Stalls substantially similar to the signage represented in Exhibit B ("Si na a"). Any material revisions or additions to the Signage shall be subject to City approval, which shall not be unreasonably withheld, conditioned or delayed. 16. DEFAULT: Each of the following shall constitute an "Event of Default" under this Agreement: A. Breach: The failure by either Party to perform or observe any material term or condition of this Agreement and such failure continues for a period of forty-five (45) days after receipt of written notice thereof from the other Party, provided, however, that if the nature of such default is such that it cannot reasonably be cured within such forty-five (45) day period and the defaulting Party commences to cure within the forty-five (45) day period and proceeds with diligence and continuity, then such Party shall have additional time to cure as is reasonably required. B. Bankruptcy; Insolvency: The appointment of a receiver or trustee to take possession of all or substantially all of the assets of Tesla located at the Premises if possession is not restored to Tesla within sixty (60) days; or a general assignment by Tesla for the benefit of creditors; or any action or proceeding is commenced by or against Tesla under any insolvency or bankruptcy act, or under any other statute or regulation having as its purpose the protection of creditors and, in the case of actions filed against Tesla, is not discharged within sixty (60) days. Page 4 v.20190227