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EXHIBIT 5 <br />NO -FEE <br />LIGHT POLE LICENSE AGREEMENT <br />FOR WIRELESS ATTACHMENT <br />BETWEEN <br />THE CITY OF SANTA ANA <br />AND <br />SOUTHERN CALIFORNIA EDISON <br />This No -Fee Light Pole License Agreement ("Agreement") is made as of <br />, 2016 ("Effective Date"), by and between the City Of Santa Ana a California <br />charter city and municipal corporation ('Licensor"), and Southern California Edison <br />Company, a California corporation ("Licensee"), individually "Party" and collectively <br />"Parties." <br />Licensor herein provides Licensee a no -fee license to attach certain wireless <br />communication equipment to light poles that are owned by Licensor and used by Licensor <br />to provide street lighting services to customers. <br />The terms and conditions of this Agreement are as follows: <br />1. DEFINITIONS <br />Terms with the initial letter or letters,capitalized, whether in the singular or plural, <br />shall have the following meanings: <br />a. ApOicable Requiremen : Any, law, code, regulation, ordinance, statute or <br />requirement of a governmental or quasi-govvTnmental authority, regulatory agency or any <br />other similar authority with, jurisdiction or control over access to or use of the Light Pole, <br />an Attachment, Work on a Light Pole or operation of an Attachment <br />b. Attachment: SCE -owned and operated radio equipment, and all of its <br />associated ancillary equipment, used for the collection and relay of data from meters and <br />the collectioi-4 relay, and 'communication with SCE distribution systems, identified in <br />Exhibit A hereto. <br />C. Custom Light Pole: A specialized light pole, owned and installed by Licensor <br />and paid for by Licensee, for the purposes of accommodating Licensee's Attachment and for <br />Licensor to provide street lighting services. <br />d. Equipment: All ancillary equipment owned and utilized by Licensee in <br />connection with an Attachment, and installed on third party property. <br />e. Light Pole: A Licensor Light Pole or a Custom Light Pole. <br />f. Licensor Light Pole: A standard light pole owned by Licensor used to provide <br />street lighting services. <br />55394.00025\29221 10 1.1 <br />55A-1 87 <br />