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• OPUS21 MANAGEMENT SOLUTIONS <br />MASTER AGREEMENT <br />Agreement Number: 4031 <br />Date: December 11, 2007 <br />CUSTOMER NAME AND ADDRESS: <br />City of Ramsey ("Customer") <br />7550 Sunwood Drive NW <br />Ramsey, MN 55303 <br />THIS OPUS21 Master Agreement (the "Agreement"), is made and entered into this Eleventh day of <br />December, 2007, by and between OPUSZ MANAGEMENT SOLUTIONS, LLC. ("OPUSZ'"), 680 Commerce <br />Dr., Suite 160, Woodbury, MN 55125 and Customer. <br />OPUSZ' and Customer agree that all products and services to be provided by OPUSZ' to Customer <br />hereunder shall be furnished only under the terms and conditions of this Agreement, its Schedule(s), or <br />Support Services Agreement entered into by the parties. OPUSZ' and Customer will execute a Schedule for <br />all products and services to be provided to Customer by OPUSZ' hereunder. <br />OPUSZ' is a technology product and service firm specializing in providing certain technology software <br />products and services that OPUS21 has developed, owns or leases. <br />Customer desires to purchase products or services from OPUSZ'. <br />• OPUSZ' desires to supply Customer pursuant to the terms and conditions contained in this Agreement, the <br />applicable Schedule(s), or Support Services Agreement entered into by the parties. <br />NOW THEREFORE, in consideration of the mutual promises contained herein, it is agreed to as follows: <br />1 Definition of Terms. As used herein: <br />1.1 "Project" -The products and services provided by OPUS2t for Customer. <br />1.2 "Schedule(s)" - An attachment(s) to this Agreement, which is a part of this Agreement for all <br /> <br />1.3 purposes. <br />"OPUSZ' Custom Software" -Software developed by OPUSZ' specifically for Customer or <br /> OPUSZ' Core Software customized by OPUS21 specifically for Customer. <br />1.4 "OPUSZ' Core Software" -Software developed or customized by OPUSZ' but not specifically for <br /> Customer. <br />1.5 "OPUSZ' Software" - OPUS21 Custom Software and OPUSZ' Core Software. OPUSZ' Software <br /> does not include the Source Code. <br />1.6 "Third-Party Software" -Software in machine-readable form provided by OPUSZ' to Customer <br /> that is not developed or customized by OPUSZ'. Third-Party Software does not include the <br /> Source Code. <br />1.7 "Software" - OPUSZ' Software and Thirty-Party Software. <br />1.8 "Source Code" - A copy of the computer programming code in human-readable form. <br />1.9 "Support Services Agreement" -The Support Services Agreement that the parties will execute <br /> for all OPUSZ' Software provided to Customer by OPUSZ'. <br />1.10 "Service Bureau Processing" -Customer's use of the OPUSZ' Software to provide commercial <br /> service bureau data processing services to Third-Party Customers. <br />1.11 "Third-Party Customer" -Third party utility service providers that provide utility services and <br /> obtain service bureau processing from Customer. <br />• <br />2 Term of Agreement. This Agreement shall be effective upon execution by both parties and shall <br />continue in force through completion of services described. in the "Schedule(s)" unless earlier <br />terminated in accordance with the terms set forth herein. <br />OPUSZ' Management Solutions. Page 1 of 9 - 6 ~ - <br />