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11. SOFTWARE LICENSE <br />CITY is hereby granted a non -transferable, non-exclusive, fully paid, perpetual <br />license to use any software purchased in conjunction with any system purchased under <br />this AGREEMENT, solely for use by CITY for its internal business purposes. CITY <br />receives no title or ownership rights to such software. CITY agrees that it shall not <br />decompile, reverse engineer or otherwise attempt to gain access to the software source <br />code. Except for the license granted in this section, all right, title and interest in the <br />software and documentation shall remain exclusive property of ELECTRONICS <br />INDUSTRIES or its licensors. <br />12. NOTIFICATION <br />All notices or other communication hereunder shall be deemed to be duly given <br />when made in writing and delivered in person or deposited in the United States Mail, <br />postage paid, certified mail, return receipt requested and addressed as follows: <br />To CITY: <br />Lieutenant Collie Provence <br />City of Santa Ana <br />Police Department <br />60 Civic Center Plaza, M-97 <br />PO Box 1981 <br />Santa Ana, CA 92702 <br />Telephone: (714) 245-8050 <br />Facsimile: (714) 245-8097 <br />To ELECTRONICS INDUSTRIES: <br />Shelley Tirell <br />IES Electronics Industries, USA, Inc. <br />8250 E. Park Meadows Drive, Suite <br />110, Littleton, CO 80124 <br />Telephone: (303) 662-1212 <br />Facsimile: (303) 652-1211 <br />13. EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br />This AGREEMENT represents the complete and exclusive statement of this <br />AGREEMENT between the CITY and ELECTRONICS INDUSTRIES, and supersedes <br />any and all other agreements, oral or written, between the parties. This AGREEMENT <br />may not be modified except by written instrument signed by the CITY and by an <br />authorized representative of ELECTRONICS INDUSTRIES. The parties agree that any <br />terms or conditions of any purchase order or other instrument that are inconsistent with, <br />or in addition to, that terms and conditions hereof, shall not bind or obligate <br />ELECTRONICS INDUSTRIES nor the CITY. <br />14. NON -ASSIGNMENT OF AGREEMENT. <br />Inasmuch as this AGREEMENT is intended to secure the specialized services of <br />ELECTRONICS INDUSTRIES, ELECTRONICS INDUSTRIES may not assign, transfer, <br />delegate, or sublet any interest therein without the prior written consent of the CITY and <br />any such assignment, transfer, delegation or sublease without the CITY's prior written <br />consent shall be considered null and void. <br />Page 5 of 7 <br />