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SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT <br />ARTICLES OF AGREEMENT <br />This Agreement between CITY OF TUKWILA, WA, as "CLIENT", and LUCITY, INC., as <br />"CONTRACTOR". <br />WITNESSETH: <br />Whereas, the CONTRACTOR (a Kansas Corporation with offices located at 10561 Barkley, <br />Suite 100, Overland Park, KS 66212) owns certain software programs that are licensed under <br />individual program titles which are known collectively as "LucityTM Software"; and <br />Whereas, the CLIENT (located at 6200 Southcenter Blvd. Tukwila, WA 98188) would like to <br />use, and the CONTRACTOR would like to grant the CLIENT the right to use, those software <br />programs accessing databases residing at the CLIENT's site, while protecting the copyrights, <br />trade secrets, confidential information, and other valuable intellectual property they contain; and <br />Whereas, the CLIENT is authorized and empowered to contract with the CONTRACTOR to <br />provide professional services as hereinafter described; and <br />Whereas, the CONTRACTOR is registered in accordance with the laws of the State of Kansas, <br />and is qualified to provide the professional services desired by the CLIENT; now, therefore, <br />IT IS AGREED THAT: <br />SECTION I — SOFTWARE LICENSE <br />The CONTRACTOR agrees to furnish various Lucity software programs, and grant the CLIENT <br />a license to use these programs, in consideration of the mutual covenants and obligations <br />expressed in the LucityTM Software License Agreement attached as Exhibit "A". These <br />programs shall consist of the items listed in the Schedule of Software attached as Exhibit "B". <br />SECTION II — SCOPE OF SERVICES <br />The basic Scope of Services for the supply, implementation, support and maintenance of a <br />COMPUTERIZED MAINTENANCE MANAGEMENT SYSTEM, herein referred to as <br />"PROJECT", is as follows: <br />1. The CONTRACTOR agrees to furnish and perform various professional services <br />related to on-going software technical support and maintenance items outlined in <br />the Software Support and Maintenance Provisions attached as Exhibit "C". <br />2. The CONTRACTOR agrees to furnish and perform various professional services <br />related to the items outlined in the Scope of Implementation Services attached as <br />Exhibit "D". <br />Page 1 of 5 <br />7 <br />