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NSURANCE NOT ON FILE WORK MAY NOT PROCEED CL D 0 ;. fm4C( _rf *V,2 of California ("City'), and Petra Systems, Inc. ("Petra"). A-2019-192 L Hwork Ana, a ie state RECITALS A. The City is the owner of approximately 20 safety light LED light fixtures located in the City of Santa Ana, County of Orange, California, more specifically in the Downtown area from First Street to Civic Center Drive and from Flower Street to Main Street that is depicted on Exhibit A. These safety light fixures (hereinafter referred to as the "Property") are used to illuminate intersections and are mounted to the top of a traffic signal pole, above the red/yellow/green traffic signal lights. B. Petra is a provider of Smart City Infrastructure that desires to use the Property to temporarily install, operate, and maintain the Petra WiFi Access Points Streetlight Network for evaluation by City for potential implementation, as further described on Exhibit B (the "Project"). Petra has represented its willingness and ability to undertake all activities necessary to help determine the feasibility of the Project on the Property, including the installation of "smart controller devices" on the Property. C. The City has agreed to grant Petra a nonexclusive license to use the Property, on the terms and conditions set forth in this Agreement, including those governing the parties' negotations for a future, separate agreement, if any, governing the potential implementation of the Project in the City, subject to mutually acceptable terms and conditions to be documented in a future agreement. The Parties therefore agree: l . Grant of License and License Term. The City hereby grants to Petra a nonexclusive license for the right to enter and use the Property from October 16, 2019 to October 15, 2020 ("License Term") to the extent reasonably necessary for the Project as mutually determined by the parties, upon the terms and conditions set forth herein ("License"), subject to Petra's performance of all of its obligations under this Agreement. At the sole discretion of the City, the License Term may be extended for one 1-year period only upon approval by the City Council. This Agreement is intended and shall be construed only as a revocable license to use the Property and not as a lease or grant of any possessory or other interest in any property or equipment owned by the City. 2. Restoration and Clean Um No Interference with Restoration and Clean Um No Interference with Streetlieht�erations. At its sole cost, Petra shall, after use of the Property, or expiration or tennination of this Agreement, restore the Property to its original condition in which it existed immediately prior to the Agreement, leave the Property in a neat and clean condition to the sole satisfaction of the City, free of trash and debris, and remove all property and materials belonging to Petra. The Project shall not interfere in any way with City's ordinary streetlight operations. 3. Compliance with Laws. Petra shall cause all activities of Petra under this Agreement and all activities in and on the Property to be performed in compliance with all applicable federal, state, and local laws, ordinances, and regulations, and permits. 4. Damage. In the event that Petra damages any portion of the Property or the improvements therein, Petra shall iumediately repair the damage at Petra's sole cost. Alternatively, the City may, at its Page I of 7