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A-2003-029 LICENSE AGREEMENT THIS AGREEMENT is made as of the date set forth below (the "Effective Date") by and between Pictometry International, Corp., a Delaware company with offices at 100 Town Centre Drive, Suite A Rochester, NY 14623 CPictometry"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "Licensee"). Intending to be legally bound, Pictometry and the Licensee (each a "party") hereby agree: GENERAL 1.1 Licensed Products. This Agreement relates to: (a) "Images," namely georeferenced images of land some of which Pictometry will make with its proprietary systems prior to delivery and some of whieh it has or may acquire rights to use from others, Pictometric Images, and Electronic Photo Images which do not have the georeferencing data; (b) "Software, "namely certain proprietary computer software, one part of which is referred to as the Electronic Field Study software (the "EFS"), and the other part of which is referred to as the Client Image Warehouse software ("CIW"), which can be used to access and display the Images; and (c) "Documentation," comprised of written and/or electronic materials containing instructions and other information related to the use of the Images and the Software. This Agreement pertains only to the particular Images described in Schedule A and schedule C attached hereto and incorporated herein by reference (the "Licensed Images") and the particular copies of the Software listed in Schedule A (the "Licensed Software"), all of which, along with the Documentation, are together referred to as the "Licensed Products." attached hereto and incorporated herein by reference. This Agreement does not apply to any other images, software, or other products that may from time to time be owned, used, published, or distributed by Pictometry. 1.2 System Installation. After execution of this Agreement, Licensee will provide storage for the installation of the Licensed Images and Licensed Software as set forth in Schedule A to Pietometry. Pictometry shall install a copy of the Licensed Images and Licensed Software on that media. Pictometry will provide the number of copies of the Documentation, as specified in Schedule A. The Licensee will install the Licensed Images and Licensed Software from the media onto computers to be designated by the Licensee as provided in Section 4.3 below. Upon request by the Licensee and payment of Pictometry's fees and expenses as set forth from time to time on Pictometry's price lists, Pictometry will deliver additional copies of the Licensed Images and Licensed Software for other or replacement computers. The Licensee will be responsible for assuring that the computer system being used for these purposes will satisfy the minimum system requirements set forth on Schedule A. 1.3 Licensee May Authorize Subdivisions. The Licensee may from time to time authorize any department or any subdivision of the Licensee (hereinafter Page I of 12 021110