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MISTS License 25Ju/y2006 <br />MANAGEMENT INFORMATION SYSTEM FOR TRANSPORTATION® (MIST®) <br />SOFTWARE LICENSING AGREEMENT <br />This Agreement dated this day of , is by and between the <br />City of Santa Ana Public Works Agency (hereinafter "Licensee"), with offices at 4th Floor <br />20 Civic Center Plaza, Santa Ana, California 92701 <br />and <br />Telvent Farradyne Inc., a Maryland Corporation with an office located at 3206 Tower Oaks Blvd, <br />Rockville, MD 20805, (hereinafter "Licensor"), <br />and provides for the licensing of certain software and its source code that Licensor has developed consisting of a <br />computer controlled traffic management system known as the MANAGEMENT INFORMATION SYSTEM FOR <br />TRANSPORTATION® ("MIST®") (the "Software") which is divided into modules for various applications which, <br />through communication links and modems, can be linked with traffic signal controllers, variable message signs and other <br />traffic control devices. <br />In consideration of the license fee to be paid by Licensee for those certain modules of the MIST° software that are <br />described in Schedule A hereof, as such Schedule A may be amended or supplemented from time to time by <br />supplemental agreement, the parties agree to the terms and conditions below as a licensing agreement for such modules. <br />1. Definitions. The following are defined terms herein <br />that shall have the following meanings: <br />1.1 "Commercial-Off-The-Shelf Software" or <br />"COTS" means software that is not developed by <br />the Licensor, but which is acquired <br />commercially. <br />1.6. "Enhancement" shall mean changes or <br />additions to the Software, other than <br />Maintenance Releases, new versions, or <br />modifications, tailoring and/or customization <br />resulting from Integration Services that improve <br />features or functions, add new features or <br />functions, or improve performance. <br />1.2 "Licensor-Owned Software" means the <br />MIST® Software described in Schedule A <br />(attached hereto) and any upgrades developed <br />and owned by the Licensor. <br />1.3 "Developed Software" means software <br />including software interfaces, device drivers and <br />associated documentation developed by Licensor <br />for Licensee in order to provide enhancements to <br />MIST° functionality. <br />1.4 "Integration Services" shall mean the <br />programming and technical support provided by <br />Licensor to develop modifications to the <br />Software, including services to tailor and <br />customize the Software to Licensee applications <br />or projects. <br />1.5 "Intellectual Property" means copyrights, <br />patents, trademarks and any other form of <br />intellectual property rights covering any data <br />bases, software, inventions, training manuals, <br />system documentation, user documentation, <br />systems design or other proprietary information <br />in any form or medium. <br />1.7 "Equipment" for Commercial-Off-the-Shelf <br />Software or Licensor -Owned Software consists <br />of any computer or computer system on which <br />such software may be used pursuant to the <br />relevant license; for Developed Software, <br />Equipment consists of any computer or computer <br />system. <br />1.8 "Maintenance Release" shall mean an error <br />correction, maintenance or emergency release of <br />the Licensor-Owned Software, including any <br />modifications or revisions to the Licensor- <br />Owned Software that corrects errors in the <br />Software. <br />1.9 "New Version" shall mean a new release of <br />the Software, other than enhancements, <br />Maintenance Releases or modifications, tailoring <br />and/or customization resulting from Integration <br />Services, or a new option not previously <br />available which adds to the Software significant <br />new features, functions or capabilities or <br />significant improvements in performance. <br />1.10 "Software Design Specifications" means <br />the design specifications, programs <br />