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OPUS21 MANAGEMENT SOLUTIONS <br />MASTER AGREEMENT <br />WITH <br />THE CITY OF RAMSEY <br />OPUS21 Agreement Number 4031 <br />Date: February ( , 2008 <br />THIS OPUS21 Master Agreement (this "Agreement"), is made and entered into this I S% day of <br />February, 200e, by and between OPUS21 MANAGEMENT SOLUTIONS, LLC A Minnesota <br />Limited Liability Company, 680 Commerce Dr., Suite 160, Woodbury, MN 55125, ("OPUS21") <br />and the CITY OF RAMSEY, a Minnesota Municipal corporation 7550 Sunwood Drive, NW, <br />Ramsey, Minnesota ("City"). <br />OPUS21 and City agree that all products and services to be provided by OPUS21 to City shall be <br />furnished only under the terms and conditions of this Agreement and its attached Schedules No. 1 <br />and No. 2 (the "Schedules"). <br />OPUS21 is a technology product and service firm specializing in providing certain technology <br />software products and services that OPUS21 has developed, owns or leases. <br />City desires to purchase products or services from OPUS21. <br />OPUS21 desires to supply City pursuant to the terms and conditions contained in this Agreement <br />and the Schedules. <br />NOW THEREFORE, in consideration of the mutual promises contained herein, it is agreed to as <br />follows: <br />1 Definition of Terms. As used herein: <br />1.1 "Project" — The products and services provided by OPUS21 for City. <br />1.2 "Schedules" — Attachments 1 and 2 to this Agreement, which are made a part of this <br />Agreement for all purposes. <br />1.3 "OPUS21 Custom Software" — Software developed by OPUS21 specifically for City or <br />OPUS21 Core Software customized by OPUS21 specifically for City. <br />1.4 "OPUS21 Core Software" — Software developed or customized by OPUS21 but not <br />specifically for City. <br />1.5 "OPUS21 Software" — OPUS21 Custom Software and OPUS21 Core Software. OPUS21 <br />Software does not include the Source Code. <br />1.6 "Third -Party Software" — Software in machine-readable form provided by OPUS21 to <br />City that is not developed or customized by OPUS21. Third -Party Software does not <br />include the Source Code. <br />1.7 "Software" — OPUS21 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 may <br />execute for all OPUS21 Software provided to City by OPUS21. <br />OPUS21 Management Solutions. Page 1 of 11 <br />