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27. BROKERS: Each Party represents to the other Party that it has not dealt with any broker and each
<br />Party hereby agrees to indemnify and hold the other Party harmless from all losses and liabilities,
<br />including court costs and reasonable attorneys' fees, arising out of any claims for commissions or
<br />fees related to any broker, finder or similar person with whom the indemnifying Party has dealt,
<br />or purportedly has dealt, in connection with this Agreement.
<br />28. SALE OR TRANSFER: In the event of a sale or transfer of all or a portion of City's interest in the
<br />Property or Premises while this Agreement is in effect, Tesla's rights shall be conveyed with the
<br />Property or Premises and City warrants that any transferee shall be bound by all terms and
<br />conditions of this Agreement, and shall obtain any necessary documents to confirm such
<br />assignment.
<br />29. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and shall inure to the benefit
<br />of City and Tesla and their respective successors and assigns.
<br />30. SUBORDINATION: This Agreement is subject to and subordinate to all ground or superior leases
<br />and to all mortgages which may now or hereafter affect such leases or the real property of which
<br />the Premises are a part and to all renewals, modifications, consolidations, replacements and
<br />extensions of any such ground or superior leases and mortgages; provided that Tesla's rights
<br />under this Agreement shall not be disturbed by such subordination so long as no Event of Default
<br />by Tesla exists. This Section 30 shall be self -operative and no further instrument of subordination
<br />or non -disturbance shall be required by any ground or superior lessor or by any mortgagee,
<br />affecting any lease or the Property.
<br />31. FORCE MAJEURE: If either Party's performance of its obligations under this Agreement is delayed
<br />by Force Majeure, then such Party's time of performance will be extended by a corresponding
<br />number of days. As used in this Agreement, "Force Maieure" means an act, event, condition or
<br />requirement beyond such party's reasonable control, including, without limitation, labordisputes,
<br />governmental restrictions, natural disasters, fire, flood, inclement weather, explosion,
<br />embargoes, war, terrorism, civil disturbance or other similar events.
<br />32. INCENTIVES: City agrees that Tesla shall own and receive the benefit of any Incentives derived
<br />from the construction, ownership, use and operation of the Supercharger Station. City will
<br />cooperate with Tesla in obtaining all Incentives, provided that City is not obligated to incur any
<br />out-of-pocket costs in doing so unless reimbursed by Tesla. If any Incentives are paid directly to
<br />City, City agrees to immediately pay such amounts over to Tesla. "Incentives" means (1) electric
<br />vehicle charging or renewable energy credits or certificates, carbon credits and any similar
<br />environmental or pollution allowances, credits or reporting rights, (ii) rebates or other payments
<br />based in whole or in part on the cost or size of equipment, (iii) performance -based incentives paid
<br />as periodic payments, (iv) tax credits, grants or benefits, and (v) any other attributes,
<br />commodities, revenue streams or payments, in each of (i) through (v) under any present or future
<br />law, standard or program, or paid by a utility or any governmental, regulatory or administrative
<br />authority.
<br />33. COMPLIANCE WITH LAW: Each Party shall comply with all applicable codes, laws and ordinances
<br />("Laws") in fulfilling its respective obligations under this Agreement, including the payment of
<br />prevailing wages, as applicable. Each Party represents that it is in good standing under the Laws
<br />of the state of its organization.
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