TIBURON (FORMERLY COMPUDYNE - PUBLIC SAFETY - SOFTWARE LICENSE) 2006

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• INSURAN',L ON FILL. UO tXPIRES ,10 ; If lr SOFTWARE LICENSE AGREEMENT A- 2005 -251 L This Software License Agreement is made and entered into as of the � day of March, 2006 (the "Effective Date'), by and between City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (the "Licensee "), and Compudyne — Public Safety & Justice, Inc., a Virginia corporation ( "CompuDyne "). RECITALS WHEREAS, CompuDyne has developed certain software applications that have been installed on the Licensee's automated computer system; and WHEREAS, CompuDyne has the right to sublicense certain software applications developed by third parties that have been installed on the Licensee's automated computer system; and WHEREAS, the Client previously remitted funds to pay for a site license with respect to software applications, and subject to the terms and conditions of this Agreement, CompuDyne is licensing those software applications to Client for no additional license fee; NOW THEREFORE, in consideration of the mutual covenants contained herein this Agreement, the Licensee and CompuDyne hereby agree as follows: AGREEMENT Definitions The following definitions apply to the terms used within this Agreement: 1.1. "Agreement" shall mean this Software License Agreement and its exhibits, as the same may from time to time be amended in accordance with the terms hereof. 1.2. "As -Built Specification Document' shall mean, with respect to any Licensed Application, the document setting forth the specifications for such Licensed Application delivered upon acceptance of the Licensed Application in accordance with the applicable implementation agreement, as such specifications may thereafter be modified or supplemented from time to time to reflect Enhancements subsequently provided by CompuDyne. 1.3. "Authorized Server" shall mean, with respect to any Licensed Application, the server identified as corresponding to such Licensed Application on Exhibit 1 attached hereto and incorporated herein by this reference. 1.4. "Authorized Site" shall mean, with respect to any Authorized Server, the address and room number identified as corresponding to such Authorized Server on Exhibit 1 attached hereto and incorporated herein by this reference. 1.5. "Derivative Works" shall mean, with respect to any Licensed Application, any translation, abridgement, revision, modification, or other form in which such Licensed Application may be recast, transformed, modified, adapted or approved after acceptance of the As -Built Specifications for such Licensed Application in accordance with the applicable implementation agreement. 1.6. "Documentation" shall mean any written, electronic, or recorded work that describes the use, functions, features, or purpose of the System, or any component or subsystem thereof, and that is •published or provided to the Licensee by CompuDyne, CompuDyne's subcontractors or the original manufacturers or developers of third party products provided to the Licensee by CompuDyne, including, Page 1 of 10 Software License Agreement ©2005 CompuDyne — Public Safety &Justice, Inc.