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MASTER COMPULINK AGREEMENT A-2004-004 <br />(~j: COf THIS Agreement, is made and entered into this ~~day oC February, 2003, by and between <br />~a Compulink Management Center, Inc. hereinafter ("Licensor").duly organized and existing under <br />~~ the laws of the State of Califomia, having its principal place of business at 354 Long Beach Bled.. <br />Long Beach, Califomia 90807 and the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, <br />California, a charter City and municipal corporation of the State of California hereinafter <br />("Licensee"), collectively referred to herein as "the Parties". <br />RECITALS <br />A. The Licensee desires to retain a software company having special skill and knowledge <br /> in the field of document imaging software development, maintenance, and related <br /> services. <br /> B. Licensor is the developer or distributor of document imaging software products, <br /> commonly known as "LaserFiche" software. <br />a ~ C. Licensee has and continues to implement and maintain LaserFiche systems in multiple <br />0 <br />~ <br />~ <br />w <br />,_,O <br />departments. <br />_ <br />,,, <br />" o Z ~ <br />~ z ~ <br />~ D. Licensee desires to obtain software licenses services and maintenance from <br />, <br />a~ i <br />N~ M <br />° t Licensor. <br />Q ~ ? o~ E. Licensor represents that Licensor is able and willing to provide such software <br />t <br />N ~ ~-~ <br />~;= <br />licenses, services, and maintenance to the Licensee. <br />~ > > ~ F. In undertaking the performance of this Agreement, Licensor represents that it is <br /> knowledgeable in its field and that any services performed by Licensor under this <br /> Agreement will be performed incompliance with such standards as may reasonably <br /> be expected from a professional software development company in the field. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to <br />the terms and conditions hereinafter set forth, the parties agree as follows: <br />DEFINITIONS. <br />For the purpose of this Agreement including any Schedule(s) or Exhibits attached to it the <br />terms shall have this meaning: <br />a. Licensed Software shall mean the computer programs in executable object code which <br />constitute the LaserFiche System; all user Documentation related to such programs; and all updated <br />or modified versions of such Software and Documentation delivered from time to time pursuant to <br />this Agreement. <br />b. Licensee's Equipment Site shall mean any location where Licensee conducts business <br />including, but not limited to, 20 Civic Center Plaza, Santa Ana, Califomia 92701.60 Civic Center <br />Plaza, Santa Ana, Califomia 92702, and 62 Civic Center Plaza, Santa Ana, California 92702. <br />c. Department shall refer to a division or group of Licensee's organization which may he ,~ <br />user of a LaserFiche system. <br />d. Depanment Exhibit shall refer to those exhibits attached hereto that rclerencc a ,peci (i: <br />Department project or system that uses, or will use, a LaserFiche system. <br />t of 20 <br />