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of liability or an obligation to indemnity shall not be a condition precedent to the duty to defend. The provisions of (his Section S shall survive the termination or expiration of this Agreement. 9. Negotiation Period. There shall be a Negotiation Period between the parties that is equal in length to the License Term, or any extension thereof ("Negotiation Period"). During the Negotiation Period, Petra and the City agree to evaluate the Project for potential implementation in the City in accordance with the timeline and milestones described in Exhibit B. During the Negotiation Period, City agrees that it will not engage in or permit any similar evaluation on, about, or with respect to the Property. Nothing in this Agreement shall limit, prevent, restrict or inhibit the City from providing any information in its possession or control that would customarily be furnished to persons requesting information from the City concerning their respective goals, matters of a similar nature relating to development plans or as required by law to be disclosed, upon request or otherwise, or from using or maintaining the Property for any purpose that it deents necessary. 10. Obligations of Petra in Negotiation Period. During the Negotiation Period, Petra shall proceed diligently and in good faith to develop and present to City staff for review, a eomprensive description and evalauation of the Project, including without limitation: (a) Scope of Installation (b) Scope of Associated services (c) Proposed Location(s) (d) Schedule of Installation (e) Preliminary installation of Demonstrations and/or Pilot Programs (t) Overview of Mainteance and Operations (g) Proposed Revenue Sharing Mechanisms (h) Finacing Plan for the Project (i) Financial Analysis Regarding the Costs and Benefits to the City 11. Negotiation of Imiplementation Aereermen � No Assurances or Guaranty. During the Negotiation Period, the parties shall engage in negotiations for an agreement to implement the Project in the City of Santa Ana ("Implementation Agreement"). The parties shall generally cooperate with each other and supply such documents and information as may be reasonably requested by the other to facilitate the conduct of the negotiations. The parties shall exercise reasonable efforts to complete discussions relating to the terms and conditions of the Implementation Agreement and such other matters, as may be mutually acceptable to the parties, in their respective sole discretion. The exact terms and conditions of the Implementation Agreement, if any, shall be determined during the course of these negotiations. Nothing in this Agreement shall be interpreted or construed to be a representation or agreement by either the City or Petra that a mutually acceptable Implementation Agreement will be produced from negotiations under this Agreement. Nothing in this Agreement shall impose any obligation on either Party to agree to any definitive agreement, including an Implementation Agreement, in the future. Nothing in this Agreement shall be interpreted or construed to be a guaranty, warranty, or representation that any proposed agreement that may be negotiated by City staff and Petra will be, approved by the governing body of the City. Petra acknowledges and agrees that the City's considerations of any future agreement is subject to the sole and absolute discretion of its City Council and all legally required public hearings, public meetings, notices, factual findings and other determinations required by law. 12. Termination of Expiration of Aaregmcnt. This Agreement may be earlier terminated or revoked by the City at any time, without cause. If not earlier terminated or revoked by the City, this Agreement shall automatically expire and be of no further force and effect at the end of the License Term, as defined in Section 1, unless prior to that time, the City and Petra approve and execute a separate Page 3 of 7