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Exhibit 2 <br />1411 - off'/ <br />THIS AGREEMENT made this 22n° day, of Jane, 1998 <br />PROGRAM LICENSE & SERVICE AGREEMENT Al 980603 <br />BETWEEN: HIGH LINE CORPORATION <br />8920 Woodbine Avenue, Suite 402 <br />Markham, Ontario, Canada <br />L311 9W9 <br />(hereinafter referred to as LICENSOR) <br />and <br />CITY OF SANTA ANA <br />20 Civic Center Plaza <br />Santa Ana, CA <br />92702 USA <br />(hereinafter referred to as LICENSEE) <br />LICENSOR hereby grants and LICENSEE hereby accepts on the following terms and conditions, a non - exclusive <br />license to Use each Licensed Program on Designated Equipment, each as hereinafter defined. <br />TERMS AND CONDITIONS <br />LICENSEE agrees to pay LICENSOR a sum of NINETY THREE THOUSAND US DOLLARS ($93,000.00 US) <br />for a aont exclusive and non - transferable perpetual license for the Use of the Licensed Programs. <br />LICENSEE further agrees to pay LICENSOR such sum as per the schedule described in Part III of this Agreement. <br />LICENSEE agrees to pay all reasonable out of pocket expenses for travel, accommodation, long distance phone <br />charges and courier services related to installation. LICENSEE agrees to reimburse expenses for LICENSOR <br />resources wlto do not reside in the Orange County or Los Angeles County area. <br />This Agreement is also subject to the additional terms and conditions stipulated in Part IV of this Agreement. <br />1. <br />The fallowing terms are defined for the purposes of this Agreement: <br />a) "Licensed Program" shalt be the object code version of each program listed in Part I of any schedule <br />incorporated in this Agreement including basic and related materials pertinent to said program, and any <br />update to said program hereinafter furnished to LICENSEE by LICENSOR, <br />b) 'Designated Equipment" shall be any Central Processing Unit enumerated in Part II of any schedule <br />incorporated in this Agreement. LICENSEE shall inform LICENSOR prior to moving the Licensed <br />Program to any other replacement computer system save and except for the circumstances noted in Part II <br />of this Agreement. LICENSOR shall not unreasonably withhold authorization provided that the <br />LICENSEE shall have paid any fees applicable to use of the LICENSED PROGRAM on a different <br />computer model. <br />C) "Use" means executing any Licensed Program on the Designated Equipment, or referencing the basic and <br />related materials pertinent to any Licensed Program. <br />d) 'Derivative Program" shall be each program developed by the LICENSEE for use with the Licensed <br />Programs and which does not include any Licensed Program material in any identifiable form. <br />e) "LICENSE" means the license herein granted to LICENSEE to Use Licensed Programs. <br />25B-7 AGREEMENT #980603 Page t of 10 <br />