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HomeMy WebLinkAbout25D - AGMT - WIFI LIGHTS DTREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 15, 2019 TITLE: APPROVE AGREEMENT WITH PETRA SYSTEMS, INC. TO INSTALL AND EVALUATE A SMART CONTROLLER/ WI- FI ACCESS PILOT PROJECT IN THE DOWNTOWN AREA {STRATEGIC PLAN NO. 6, 1C} CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER 1:7:1K01LTA ILTA 121ki111A11111EXIIIIIIMkiI Authorize the City Manager to execute an agreement with Petra Systems, Inc., to implement a pilot project at no cost to the City, consisting of installing smart controller/Wi-Fi access points on City - owned safety lights mounted above traffic signals in the Downtown Area, and evaluate the system's networking and Wi-Fi data accessibility for a one-year period beginning October 16, 2019, and expiring on October 15, 2020, with provisions for a one-year extension exercisable by the City Manager and City Attorney, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On April 3, 2018, the City Council authorized the financing and purchase Southern California Edison (SCE) owned streetlights in the City. The streetlight acquisition is financially advantageous to the City since there is an investment payback of 10 years which includes upgrading the streetlight fixtures to LED technology and addressing the under -lit areas within the City limits. However, other asset -leveraging opportunities include revenue generation to the City and improved public Wi-Fi access. Before the City leverages streetlight assets and looks to secure added revenue to the City, staff wishes to demonstrate controller/Wi-Fi access points technology. The controller/Wi-Fi access points have capabilities for turning on/off switching, dimming, metering, integrating with GPS, and efficient management and real-time monitoring. The controllers/Wi-Fi access points also have the capacity for intelligent parking systems, digital advertising, public safety systems, and Wi-Fi networks. The wireless systems also support communication networks for government, utility, and commercial uses. Testing and evaluating the new technology may be done by installing the technology on City -owned safety lights in the Downtown Area. The pilot project would be implemented within the area from 25D-1 Approve Agreement with Petra Systems, Inc., for Streetlight Control le r/Wi-Fi Access Pilot Project October 15, 2019 Page 2 First Street to Civic Center Drive and from Flower Street to Main Street. There would be no cost to the City nor any other commitment by the City related to the pilot project. On September 25, 2017, the Public Works Agency released a Request for Proposals (RFP) on the City's website and notified qualified consulting firms to provide proposals for a Citywide Streetlight Controllers/Wi-Fi Access Points Installation. Five proposals were received and evaluated by a review committee from the Public Works Agency. Each firm was rated according to its organization, credentials, resumes, references, and fees to provide the required services. During RFP review, Siemens withdrew their proposal, leaving four firms to evaluate. The list of the firms and their respective scores are below: FIRM SCORE Petra Systems, Inc. 93.2 Northwest Edison 82.6 Tanko Lighting 73.4 Anycomm 72.6 Siemens Withdrew Proposal After receiving the proposals, staff metwith the highest rated proposer, Petra Systems, Inc. (Petra), to discuss the controller/Wi-Fi access point options and the revenue -generation opportunities. After reviewing the options with a third -party expert consultant working on behalf of the City in an advisory capacity, staff recommends implementing the pilot project in the Downtown Area to test the new technology. Petra and the City would enter into an agreement (Exhibit 1) authorizing Petra to temporarily install, operate, and maintain controllers/Wi-Fi access points in the Downtown Area for one year at no cost to the City. By entering into the agreement, the City will be partnering with Petra on the pilot project in the Downtown area only, and the City will not be obligated to continue working with Petra or any other entity associated with the pilot project beyond the term of the agreement. Petra will implement the Deployment Plan. The Petra wireless system will not interfere with any street lighting operations. Both the City of Santa Ana and Petra have the option to cancel the agreement, without cause, and upon termination, Petra will remove its technology in its entirety from the City's safety lights. This pilot project will not preclude the City from entering into other contracts for small cell deployment. The City will use the pilot project to evaluate the controllers/Wi-Fi access points system for potential citywide implementation in the future. The pilot project results and recommendations will be presented to the City Council upon its completion. As part of the pilot project, Petra is tasked with providing a financing/revenue-generating model that would include the purchase and installation of City -owned equipment/network, with an option to manage the system for the City. 25D-2 Approve Agreement with Petra Systems, Inc., for Streetlight Control le r/Wi-Fi Access Pilot Project October 15, 2019 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency FSS/TC Exhibit: 1. Agreement with Petra System (includes Location Map & Deployment Plan) 25D-3 Exhibit 1 AGREEMENT FOR DEMONSTRATION AND EVALUATION OF This Agreement for Demonstration and Evaluation of WiFi Access Points Streetlight Network ("Agreement') is dated as of October 15, 2019, and entered into by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the state of California ("City'), and Petra Systems, Inc. ("Petra'). 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: 1. 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 upon a writing executed by the City Manager and City Attorney. 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 Up: No Interference with Streetlight Operations. At its sole cost Petra shall, after use of the Property, or expiration or termination 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 immediately repair the damage at Petra's sole cost. Alternatively, the City may, at its Page 1 of 7 25D-4 election, repair the damage in which case Petra shall reimburse the City for its cost within fifteen (15) days of receipt of written demand from City. 5. Fee. There shall be no fee for use of the Property under this Agreement. There shall be no fee or any other liability to the City whatsoever for any activities undertaken by Petra under or in fartherance of this Agreement. 6. As -Is Condition. City makes no representation or warranty of any kind as to the condition of the Property or any other matter relating to Petra's use of the Property. Petra hereby disclaims and waives any and all objections to the physical and other characteristics and conditions of the Property. Petra acknowledges and agrees that the use of the Property will be on the basis of Petra's own investigation of the condition of the Property. The license to use the Property shall be granted on an "AS -IS," "WITH ALL FAULTS" basis, without representation or warranty expressed or implied by City, or by operation of law. City expressly disclaims, which Petra hereby acknowledges and accepts, any implied warranty of condition or fitness for a particular purpose or use. Petra's use of the Property shall be subject to the Property being in a usable and safe condition at the time of Petra's use, and Petra shall be solely responsible for determining whether the Property is in such condition. In connection therewith, in the event that the Property or access thereto is damaged or obstructed or the use by Petra is otherwise impaired, prevented, or limited, City shall have no obligation or duty to repair the damage or rectify the condition to make the Property usable or safe. 7. Insurance. Petra shall secure, prior to commencing any activities under this Agreement, and maintain or cause to be maintained during the term of this Agreement, insurance coverage as follows: (a) Commercial General Liability Insurance. Petra shall maintain commercial general liability insurance which shall include, but not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of its use of the Property, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $2,000,000 per occurrence and $5,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. (b) Worker's Compensation Insurance as required by California law. (c) Comprehensive Automobile Liability Coverage, including as applicable owned, non -owned, and hired autos, in an amount of not less than $2,000,000 per occurrence, combined single limit, written in an occurrence form. 8. Indemni . Petra shall indemnify, defend, and hold harmless City, and its respective agents, officers, representatives, employees, and affiliates ("Covered Parties") from and against any and all actions, suits, claims, demands, judgments, losses, expenses, or liabilities, injuries and damages to persons and property, including death, arising out of or related to Petra's use of the Property, or Petra's breach or default in the performance of any of its obligations under this Agreement; provided, however, that Petra will not be obligated to indemnify the Covered Parties from any claims arising solely from the gross negligence or willful misconduct of a Covered Party. If any action or proceeding is brought against any Covered Party by reason of any such claim, Petra, upon receipt of written notice from Covered Party, shall defend the same at Petra's expense with legal counsel reasonably acceptable to Covered Party. Payment shall not be a condition precedent to recovery under any indemnification in this Agreement, and a finding Page 2 of 7 25D-5 of liability or an obligation to indemnify shall not be a condition precedent to the duty to defend. The provisions of this Section 8 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 deems 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 comprensive 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 (i) 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 Implementation Agreement: 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 defmitive 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 or Expiration of Agreement. 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 25D-6 Implementation Agreement acceptable to both parties, in their sole and respective discretion, in which case this Agreement will terminate on the effective date of such Implementation Agreement. 13. Restrictions Against Change in Ownership, Mangement, and Control. The qualifications and identity of Petra and its principals are of particular concern to the City. It is because of these qualifications and identity that the City has entered into this Agreement with Petra. No voluntary or involuntary successor -in -interest of Petra shall acquire any rights or powers under this Agreement. 14. Petra to Pay All Costs and Expenses. All fees or expenses of engineers, architects, financial consultants, legal, planning or other consultants or contractors, retained by Pertra for any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or the Implementation Agreement that may be undertaken by Petra, pursuant to or in reliance upon this Agreement or in Petra's discretion, regarding any matter relating to the Property or the Project or the Implementaion Agreement, if any, shall be the sole responsibility of and undertaken at the sole cost and expense of Petra, and no such activity or matter shall be deemed to be undertaken for the benefit of, at the expense of or in reliance upon the City. Petra shall also pay all fees, charges and costs, make all deposits and provide all bonds or other security associated with the submission to and processing by the City and all applications and other documents and information to be submitted to the City and by Petra pursuant to this Agreement or otherwise associated with the Project and the Implementation Agreement, if any. The City shall not be obligated to pay or reimburse any expenses, fees, charges or costs incurred by Petra in pursuit of any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or Implementation Agreement, if any, that may be undertaken by Petra under this Agreement, whether or not this Agreement is, eventually, terminated or extended or a subsequent agreement is entered into among the parties, in the future. Petra shall be solely responsible for all costs associated with the Project, including without limitation all installation, equipment, operating and maintenance costs. 15. Acknowledgments and Resevations. (a) The parties agree that, if this Agreement expires or is terminated for any reason, or an Implementation Agreement is not approved and executed by the parties, for any reason, none of the parties shall be under any obligation, nor have any liability to each other or any other person whatsoever, except those obligations that may reasonably be construed to survive expiration or termination of this Agreement, including without limitation Sections 2,4,and 8. (b) Petra acknowledges and agrees that no provision of this Agreement shall be deemed to be an offer by the City, nor an acceptance by the City of any offer or proposal from Petra for the City, to convey any estate or interest in the Property to Petra or for the City to provide any financial or other assistance to Petra for development of the Property or execution of the Project. (c) Petra acknowledges and agrees that Petra has not acquired, nor will acquire, by virtue of the terms of this Agreement, any legal or equitable interest in real or personal property from the City. (d) Certain development standards and design controls for the Project may be established among the parties, but it is understood and agreed among the parties that any implementation of the Project must conform to all City, and other applicable governmental development, land use and architectural regulations and standards. Drawings, plans and Page 4 of 7 25D-7 specifications for the Project shall be subject to the approval of the City through the standard development application process for acquiring the real estate and entitlements within the Project. Nothing in this Agreement shall be considered approval of any plans or specifications for the Project or of the Project itself by the City. (e) The City reserves the right to reasonably obtain further information, data and commitments to ascertain the ability and capacity of Petra to purchase, develop and operate the Property and/or the Project. Petra acknowledges that it may be requested to make certain financial disclosures to the City, its staff, legal counsel or other consultants, as part of the financial due diligence investigations of the City and relating to the potential development of the Project on the Property by Petra and that any such disclosures may become public records. The City shall maintain the confidentiality of financial information of Petra to the extent allowed by law. Notwithstanding the foregoing, if the City receives a request for documents related to this Agreement pursuant to the California Public Records Act (Govt. Code Section 6254 et. seq) or similar statute, and the City determines that it has responsive documents, the City shall provide Petra not less than three (3) days prior to releasing the responsive documents to the requesting party. During this three (3) day period, Pertra may seek a court order prohibiting the release of the documents. Any litigation or costs associated with protecting documents from disclosure shall be borne solely by Petra. 16. Warranty Against Payment of Consideration for Agreement. Petra warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. For purposes of this Section 16 only, third parties shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accounts, engineers, architects, and other consultants, when such fees are considered necessary by Petra. 17. General Terms. 17.1 Entire Agreement. Waiver and Amendments. This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the parties with respect to the subject matter of this Agreement. No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Any amendment or modification to this Agreement must be in writing and executed by the appropriate authorities of the City and Petra. 17.2 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement shall continue in full force and effect, unless and to the extent the rights and obligations of one or both parties has been materially altered or abridged by such holding. 17.3 No Assignment. Went. Petra shall not assign or transfer or otherwise convey any interest in this Agreement to any party without the express prior written consent of City, which consent may be withheld in City's sole and absolute discretion. 17.4 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California. The state or federal courts located in Orange County, California shall be the venue for any action or proceeding that may arise out of or in connection with this Agreenent. Page 5 of 7 25D-8 17.5 No Third Party Beneficiaries. Nothing in this Agreement is intended to benefit any person or entity other than the parties to this Agreement. 17.6 Litigation Expenses. If either party to this Agreement commences an action against the other party to this Agreement arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing party. 17.7 Authority. The persons executing this Agreement on behalf of the parties hereto represent and warrant to the other party that they are duly authorized to execute and deliver this Agreement on behalf of such party, and by so executing this Agreement, said party is formally bound to the provisions of this Agreement. 17.8 Notices. Any notices, requests, or approvals given under this Agreement from one party to another shall be in writing and shall be personally delivered or deposited with the United States Postal Service for mailing, postage prepaid, by certified mail, return receipt requested, to the addresses of the other party as stated in this section, and shall be deemed to have been received at the time of personal delivery or three (3) days after the deposit for mailing. Notices shall be sent to: If to Petra: Petra Systems, Inc. One Craigwood Road, Suite 303 South Plainfield, NJ 07080 If to City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 With Copy to City at the Same address: Executive Director of Public Works 17.9 Execution in Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on both of the parties hereto, notwithstanding that both parties are not signatories to the original or the same counterpart. Pace 6 of 7 25D-9 IN WITNESS WHEREOF, City and Petra have entered into this Agreement as of the day and year first written above. CITY OF SANTA ANA PETRA SYST k MSS, INC. By: V"' Kristine Ridge `� City Manager Name: V) AQC e L-t7 F716UC Title: Ey P. CC) ATTEST Daisy Gomez Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho City Attorney hn M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency Page 7 of 7 25D-10 Downtown Santa Ana, CA Pilot Project Service Area - Exhibit A 25D-11 Exhibit B Pilot Project - Deployment Plan Revised October 11, 2019 Pilot Project Location: Downtown Santa Ana, CA [Insert appropriate disclaimer(s)] 25D-12 v� PETRA SYSTEMS Table of Contents 1. PURPOSE...................................................................................................................3 2. PILOT PROJECT DEFINITION........................................................................................ 3 3. PILOT PROJECT USE CASES........................................................................................ 5 4. CONFIGURATION OPTIONS FOR CITY OF SANTA ANA...................................................... 9 5. ROLES AND RESPONSIBILITIES................................................................................... 10 6. EQUIPMENT LIST...................................................................................................... 11 7. PILOT PROJECT SUCCESS DEFINITION........................................................................ 12 8. PILOT PROJECT PLAN............................................................................................... 14 9. PARTNER SUPPORT.................................................................................................. 14 10. POINTS OF CONTACT............................................................................................. 15 11. GLOSSARY AND DEFINITIONS................................................................................. 15 Pilot Project Deployment Plan Petra Systems2 Pr^^rj _fSd Confidential v� PETRA SYSTEMS 1. Purpose This document describes the features and functionality of a WE Access Point System that will be deployed at Downtown Santa Ana, CA as part of the Pilot Project. It further delineates a plan for this Pilot Project from deployment through acceptance. The successful execution of the Pilot Project is a necessary pre -requisite for a potential City wide deployment; which will encompass the following functionality: Carrier Data Offload (SIM devices) Petra Wi-Fi RAN as a managed 3GPP untrusted access network SIM-based authentication (EAP-SIM, EAP-AKA or EAP-AKA') for SIM devices Billing synchronization with service provider Service authorization with carrier policy infrastructure Carrier Data Offload (non-SIM devices) Petra Wi-Fi RAN as a managed 3GPP untrusted access network Username-password based device authentication Non-SIM devices billed to corresponding SIM device Billing synchronization with service provider 2. Pilot Project Definition 2.1. Data Services 2.1.1. Hotspot connectivity The Pilot Project will provide the City of Santa Ana with the infrastructure to provide internet services to its residents and visitors within the downtown area with a simple deployment architecture requiring no integration with its packet core. Internet connectivity is available to authenticated subscribers within the coverage area of Petra's Wi-Fi RAN. Within the Pilot Project, a subscriber can be authenticated using one of the two following methods: Username-password based authentication Device authentication with mobile phone number verified using SMS delivered password Subscriber or device authentication is required the first time a user accesses internet through Petra's Wi-Fi RAN. Subsequently, a subscriber will be seamlessly authenticated for a configurable period for seamless internet access through the RAN. For a secure internet experience, a DPSK based secure SSID is available for users whose mobile phone numbers have been verified using SMS. Up to 300 users will be provided the service during the Pilot Project. 2.1.2. Subscriber usage related analytics Analytics and KPIs for subscriber and network usage through Petra's Wi-Fi RAN will be available through its analytics framework. City of Santa Ana will be provided Pilot Project Deployment Plan Petra Systems2 Prnnri _ iy and Confidential v� PETRA SYSTEMS access to this platform through which they can monitor the current and historical usage of the network. 2.2. Energy Management Services 2.2.1. Smart Lighting Solution In order to demonstrate Energy Management Service capabilities of the Smart Lighting Solution (SLS) Petra'sLED Luminaires that will be equipped with Petra Smart Light Controller (SLC). The total number of SLC required within the Pilot Project will be determined by the design. Each SLC will be equipped with W-Fi connectivity and will be part of a secure network that will be segmented from the PSSN network. 2.2.2. Petra Systems IntelliView IntelliView 3.0 (IV 3.0) is an IOT asset management platform. Petra will provide customer with access to IV 3.0 through which it will be able to manage the network of the SLSs. The customer will be able to view current and historical information regarding the state and performance of each SLS. In addition the customer will be able to control status and various parameters remotely using schedule or manually. 2.3. Pilot Project Service Area Pilot Project Service Area (represented in yellow) designates area where customer use cases specified in Section 3 apply. Figure 1 — Downtown Santa Ana, CA Pilot Project Service Area Pilot Project Deployment Plan Petra Systems2 Pr^^rj-tafgd Confidential v� PETRA SYSTEMS 3. Pilot Project Use Cases 3.1. Data Services 3.1.1. Captive Portal based Onboarding 3.1.1.1. Username-password based Each subscriber is pre -assigned a username-password. Subscribers will be directed to Petra's captive portal the first time they access the internet through Petra's RAN. They will be able to seamlessly access internet through that device for a configurable period after they successfully authenticate with the captive portal. 3.1.1.2. Mobile phone number verified using SMS delivered verification code With this method, subscribers will be directed to Petra's web -portal the first time they access the internet through Petra's RAN and requested to provide their mobile phone number in international or 10-digit local number format. An SMS with a verification code will be sent to this phone number. The user enters this verification code to authenticate its phone number with the network. The user will be able to seamlessly access internet through this device for a configurable period after the network has successfully verified the verification code. 3.1.2. Secure SSID for SMS authenticated users For a secure internet experience, a DPSK based secure SSID is available for users whose mobile phone numbers have been verified using SMS. The login process into the secure SSID is the same as a normal WPA2 login. Once the user selects to use the Secure SSID on his device, the device OS prompts the user to enter their passcode. This passcode is the same as the verification code sent to the user at signup during SMS verification. User can enjoy a secure internet experience once he enters this secure SSID passcode. The key will then be bound to the device MAC address and all traffic over the wireless link will be encrypted. 3.1.3. Subscriber connection 3.1.3.1. Ability to connect to all AP's Customer is expected to be able to access any Access Point using any of the onboarding methods. Customer experience in terms of onboarding and performance should be comparable using any Access Point provided customer is located within agreed upon Pilot Project service area. 3.1.4. Subscriber access to the Internet 3.1.4.1. DL/UL Speed Each customer will be provisioned for DL/UL speeds of 15/2.5 Mbps. Using Speedtest.net app each customer should be able to reach 80% of their Pilot Project Deployment Plan Petra Systems2 Pr^^rj _fgd Confidential v� PETRA SYSTEMS provisioned speed. For most objective results the test should be done using ISP Syringa Network in Salt Lake City. 3.1.4.2. Latency Using Speedtest.net app each customer should not experience latency greater than 90 ms. Latency for actual live deployment would be much lower due to presence of local WAG and the resulting ability to offload traffic to the intemet at the customer network rather than at the Petra data center. 3.1.5. Usage tests 3.1.5.1. Browsing Customer is able to browse to any publicly accessible URL. 3.1.5.2. File transfer Customer can transfer file to/from agreed upon location using agreed upon service (e.g. FTP) 3.1.5.3. VPN Customer is able to connect to private network using SSL encrypted VPN using the Pilot Project network. 3.1.5.4. Streaming Customer is able to stream video from Youtube.com in 1080p (HD) resolution. 3.1.6. Roaming (AP to AP mobility) Customer is able to perform uses case 3.1.5.4 throughout the Pilot Project service area. 3.1.7. Load test 3.1.7.1. Throughput Up to 7 users can reach 80% of the maximum provisioned speed concurrently on each Access Point 3.1.8. Analytics—Analytics Platform 3.1.8.1. Access to reporting portal Number of customer users specified in section 4 will be provisioned and can log into the Analytics Platform at the following URL: htti)s://wi.arriswifi.com/wifidashboard/i)etra/login#/home Pilot Project Deployment Plan Petra Systems �qAg ttq fTd Confidential v� PETRA SYSTEMS 3.1.8.2. Visibility for all APs Once logged into the Analytics Platform the customer will be able to view the following: • Map with Pilot Project location and summary information for the entire Pilot Project zone. • Map with location of each Pilot Project AP • KPIs from the following categories for each SSID within selectable time period o Network usage o Subscribers 3.1.8.3. KPIs — Network Usage Customer can view and export (PDF/CSV) network DL/UL (Tx/Rx) usage by: • Time • AP • SSID 3.1.8.4. KPIs — Subscribers Customer can view and export (PDF/CSV) subscriber information by: • Time • AP • SSID 3.1.8.5. KPIs — Executive Report Customer can generate and export (PDF/CSV) executive report by: • Time • AP • SSID 3.2. Energy Management System — IntelliView 3.0 3.2.1. IV 3.0 Access Number of users specified in section 4 will be provisioned and can log into IntelliView 3.0 using the following URL hftp://iv3.demo.iv3i)etrasystems.com/# 3.2.2. Dashboard with Map Customer can view all Pilot Project SLSs on a map. When customer clicks on any SLS icon basic information about that SLS is displayed Pilot Project Deployment Plan Petra Systems2 Pr^^rj-tafg7d Confidential v� PETRA SYSTEMS 3.2.3. Current device status reports Customer can view SLS status information including: • Alert status • Bulb status • Dim Level • Power Draw • Last communication date/time 3.2.4. Historical device reports Customer can view energy consumption data for each SLS within specified period of time. 3.2.5. Device control 3.2.5.1. Using Schedule Customer can create a schedule to control on/off/dimming functions of the SLC 3.2.5.2. Manual Override Customer can override schedule and turn SLS on/off or change dimming level manually Pilot Project Deployment Plan Petra Systems2 Prnnri _ iyg7d Confidential v� PETRA SYSTEMS 4. Configuration options for City of Santa Ana Configuration Options Selected Option Notes Throughput profiles DL/UL [Mbps] 15/2.5 Please select one option Authentication Options: 1. Username-password 2. Mobile phone number verified using SMS delivered verification code 3. Both Username-password and Mobile phone number verified using SMS delivered verification code Pre -provisioned users vs Open to all users vs combination Re -authentication period: 1 day to 90 90 days days Number of Analytics platform logins 4 required (up to 5 Number of IntelliView 3.0 logins 2 required Schedule for on -off and dimming [hour : day of the week : desired state Pilot Project Deployment Plan Petra Systems P62ZW ttaLy and Confidential �szs 8 PETRA SYSTEMS 5. Roles and Responsibilities Petra, Mobile Carrier TBD and Santa Ana perform responsibilities defined in the table below: Tasks ana ement Set up weekly meetings with customer Petra Systems X City of Santa Ana Manage and communicate schedule changes X Manage resources and obtain commitment to schedule X X Track and report on any customer or network issues during weekly meetings X Manufacture and Procure all Pilot Project HW/SW X Ship HW X Receive HW X Inventory HW X Installation/Commissioning Provide support to captive portal graphics X Implement captive portal design based on customer input X Install all SLCs X Troubleshoot and resolve any HW issues X Commission all back ends stems X Ensure sufficient backhaul capacity for all connections X User provisionj2g Provide list of users with email addresses and MSISDNs for Hot Spot access X Provide list of users with email addresses for IntelliView 3.0 access X Provision all users for Hot Spot access X Provision all users for IntelliView 3.0 access X Testing Execute functionality test plan prior to Pilot Project start X Execute coverage walk test throughout the Pilot Project area X Communicate any cove ra e/interference issues X Pilot Project launch Demonstrate all use cases to the customer prior to the start of the Pilot Project X Project operation Resolve connectivity/WAN issues X Monitor Pilot Project network X Report any Pilot Project network issues X Report any customer facing Pilot Project issues X Tier 1 Support Calls X Tier 2/3 troubleshooting and resolving network issues X Tier 2/3 Troubleshoot and resolve any customer facing issues X Pilot Project Deployment Plan Page 10 of 15 Petra Systems Pr^^ri-tylnd Confidential v� PETRA SYSTEMS 6. Equipment List Quantity Description Category Status 6 Ruckus T300 Access Point HW New TBD Leotek Luminaire HW New 3 Media Converter HW New TBD Smart Light Controller HW New 4 Anal tics Platform user seats Cloud service New 2 IntelliView 3.0 user seats Cloud service New Pilot Project Deployment Plan Petra Systems Pr^^ri-fof Confidential v� PETRA SYSTEMS 7. Pilot Project Success Definition Use Use case Success Definition Pass/Fail Case Number 3.1.1.1 User/Device Authentication methods — User is able to onboard User Name/Password successfully 3.1.1.2 User/Device Authentication methods — User is able to onboard User Name/Password successful) 3.1.2 Secure SSID functional for SMS User is able to connect to the authenticated users secure SSID successfully 3.1.3.1 Subscriber connection — Ability to Device is in connected state in connect to all APs close proximity of each AP and Analytics Platform report shows traffic on each AP. 3.1.4.1 Subscriber access to the Internet— Report using speedtest.net app DL/UL Speed shows at least 80% of provisioned customer speed (15/2.5 Mbps) 3.1.4.2 Subscriber access to the Internet— Report using speedtest.net app latency shows latency of no more than 90 ms at least using Syringa ISP Salt Lake City, UT 3.1.5.1 Usage test - Browsing Customer can browse to any publicly accessible URL 3.1.5.2 Usage test— File transfer Customer can transfer 100 MB file to/from ftp://speedtest.tele2.net/ using 3.1.5.3 Usage test - VPN Customer can connect to its corporate private network using SSL based VPN client and access data. 3.1.5.4 Usage test— Video Streaming Customer can browse to Youtube.com and stream video with 1080p resolution 3.1.6 Roaming (AP to AP mobility) Customer can perform test 3.1.5.4 while walking within the Pilot Project service area 3.1.7.1 Load test —throughput Up to 7 users can reach 80% of the maximum provisioned speed concurrently on each AP 3.1.8.1 Access to the Analytics platform All provisioned users can log into anal tics platform URL 3.1.8.2 Visibility for all APs All APs (identified by their MAC address - list will be provided to customer) are showing data after test 3.1.6 3.1.8.3 KPIs — Network Usage Customer can view and export (PDF/CSV) network DL/UL Tx/Rx usage Pilot Project Deployment Plan Petra Systems �gpri ttaLyand Confidential v� PETRA SYSTEMS 3.1.8.4 KPIs — Subscribers Customer can view and export (PDF/CSV) subscriber information 3.1.8.5 KPIs — Executive Report Customer can generate and export (PDF/CSV) executive report 3.2.1.1 IV 3.0 Access All provisioned users can successfully log into IV 3.0 energy management portal 3.2.1.2 Energy Management — Dashboard with Upon log in the map displays all map SLSs in their correct location. 3.2.1.3 Energy Management — Current device Customer can create report that status reports shows current state for all SLSs 3.2.1.4 Energy Management — Historical Customer can create report that device reports shows historical data for power consumption of each SLS 3.2.1.5.1 Energy Management — Device Control SLS light behavior matches the — Using Schedule defined schedule in terms of on/off/dimming state 3.2.1.5.2 Energy Management — Device Control SLS is in state specified by — Manual Override manual override (on/off/dimming level) Pilot Project Deployment Plan Petra Systems �glAg tt v and Confidential v� PETRA SYSTEMS 8. Pilot Project Plan 8.1. Pilot Project phase duration Proposed Pilot Project phase duration — 12 months 8.2. Pilot Project start definition Pilot Project will start once Petra formally hands the Pilot Project network over to the customer. The handover will be performed in person with each customer (City of Santa Ana and Santa Ana). During the meeting Petra will demonstrate the use case functionality defined in section 3. 8.3. Weekly meetings Petra and Customer will hold weekly meetings throughout the length of the Pilot Project. The exact date and time will be agreed upon at the start of the Pilot Project phase. The purpose of the weekly meeting is to address any questions or issues that might arise. 8.4. Issue communication and tracking Any issues observed by the customer should be communicated within 24 hours by sending email to the following address demo(&i)etrasystems.com. Each issue should reference use case number in section 4. All issues will be tracked and discussed during weekly meetings. 9. Partner Support 9.1. If customer chooses to use "username-password" authentication method, then the email addresses of the participants using this method 9.2. If customer chooses to use "Mobile phone numberverified using SMS delivered verification code" authentication method, Mobile phone numbers (MSISDN) of Pilot Project participants if Pilot Project participants are to pre -provisioned 9.3. Public IP addresses for W-Fi access points 9.4. Connection to WAN with internet access 9.5. Access to the same LAN as the APs are on for Meshed network configuration Pilot Project Deployment Plan Petra Systems2 515' -tI3(rd Confidential v� PETRA SYSTEMS 10. Points of contact Company Role Name Email Contact Number City of Santa Ana Network Operations Manager Griff Griffin griffCDwcc.net +1-325-656- 7050 Santa Ana Project Lead Tyrone Chesanek TChesanekCDsanta-ana.org +1-714-615- 0887 Petra Systems Vice President Michael Levi Michael.leviCDpetrasystems.com +1-650-996- 1 1784 1 Petra Systems Product management Satish Ag satish.agrawalCDpetrasystems.com +1-408-888- 1 5167 11. Glossary and Definitions AP — Access Point Pilot Project Service Area — Area within which customer should be able to perform all use cases described in this Pilot Project DPSK — Dynamic Pre -Shared Key IV 3.0 — Petra Systems Energy Management Platform IntelliView 3.0 PSSN — Petra Small Cell Streetlight Network SLC — Smart Light Controller SLS — Smart Light System — SLC + LED Luminaire SSID - Service Set Identifier (network name) Pilot Project Deployment Plan Petra Systems PgoAg ttaLvand Confidential