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INSURANCE ON FILE
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<br />UNTIL INSURANCE EXPIRES A-2020-049
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<br />This agreement effective as of the last date signed below (the "Effective Date') is between iWater, Inc. ("iWater"), and
<br />City of Santa Ana ("Licensee") and consists of this infraMAP® Software License and Support
<br />Agreement and the attached exhibits referenced below (collectively, "Agreement").
<br />a
<br />A SCOPE OF LICENSE GRANT
<br />CD For a maximum term of five (5) years from the Effective Date, subject to payment of Monthly License Support Fee and
<br />,J applicable fees set forth on Exhibits A and B, Licensor hereby grants to Licensee, and Licensee hereby accepts, a
<br />N nonexclusive, non -transferable license to use the iWater infraMAP& Software and Related Materials (collectively, the
<br />o "Software") as defined in, and in accordance with the terms of this Agreement. The initial term is for three (3) years with an
<br />0 option to renew annually for an additional two (2) years from the Effective Date.
<br />SUPPORT AND MAINTENANCE
<br />iWater shall provide Software Maintenance & Support as detailed below, in exchange for payment of Monthly License
<br />Support Fee. After the initial three (3) years, at the sole option of the Licensee, Maintenance & Support may be extended in
<br />one (1) year increments for the remaining 2-year period at the prices and payment terms stated in Exhibits A and B. Software
<br />Maintenance & Support services include:
<br />I. Improvements, updates, or modifications to the infraMAP® Software product purchased that iWater makes generally
<br />available as a minor release or update.
<br />2. Access to iWater's Technical Support Team ("Help Desk`) to answer questions, provide email and telephone support,
<br />as well as assistance during normal business hours for current versions ofinfraMAP® software. iWater will investigate
<br />all questions and problems promptly. Licensee agrees to provide adequate information to iWater to assist in the
<br />investigation and to confirm that any problems have been resolved. If deemed necessary, iWater may also provide on -
<br />site support.
<br />3. Software License Support fees must be pre -paid monthly and are non-refundable for any reason.
<br />GENERAL PROVISIONS AND DEFINITIONS
<br />I. Software: "Software," as used in this Agreement, includes the following infraMAP® software products and extensions
<br />thereof; infraMAP®, infraMAND Enterprise, infraMAP® Field, infraMAP® Manager, infraMAP® NOW, infraMAP®
<br />PLUS, infraMAP® Standard, infraMAP® 811 Tickets, infraMAP® Desktop, infniMAP® IOS, infiraMAP® Android,
<br />infraMAP® Server, (individually and collectively, "Licensed Products" or "Software"), and additional or successor
<br />Software products marketed or licensed.
<br />2. License Use: Licensee shall not copy the License Products or Software, nor shall the Licensee allow their use by others,
<br />without the express and written permission of iWater, excluding the use for backup, archival, and in-house disaster
<br />recovery purposes. Licensee furthermore agrees not to:
<br />A. Reverse engineer any part of the Licensed Products, in part or in their entirety;
<br />B. Distribute, sell, or otherwise transfer any part of the Licensed Products.
<br />C. Create any derivative works or products based on or derived from the Licensed Products or documentation or
<br />modify any Licensed Products or documentation without the prior written consent of iWater. In the event of a
<br />breach of this provision, said modification, derivative work, or product based on the Licensed Products or
<br />documentation is hereby deemed assigned to iWater (without limiting their remedies).
<br />3. Protection of Intellectual Property Rights: Licensee will reproduce and include any copyright, patent, trademark, or
<br />restrictive legends or notices on all items licensed under this Agreement and shall take other necessary steps to protect
<br />iWater's and its licensor's intellectual property rights.
<br />4. No Implied Waivers: The failure of either party to uphold or enforce any provision of this Agreement shall not be
<br />deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
<br />5. Severability: The parties mutually agree that if any provision of this Agreement is held to be unenforceable for any
<br />reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable.
<br />6. Independent Contractor: iWater is, and at all times will be, an independent contractor. Nothing in this Agreement
<br />shall be deemed to create an employer/employee, principal/agent, or joint venture relationship. Neither party has the
<br />authority to enter into any contracts on behalf of the other party or otherwise act on behalf of the other party.
<br />7. Force Majeure: If the performance of this Agreement or any obligation except the making of payments, is prevented,
<br />restricted, or interfered with by reason of fire, flood, earthquake, explosion, or other casualty or accident; strikes or labor
<br />disputes; inability to procure or obtain delivery of parts, supplies, or power; war, terrorist act, cyber-attack, or other
<br />violence; any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency; or
<br />Page I of 6 infrad4APO Software License and Support Agreement 1.27.2020
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