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<br />o ANACOMp.
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<br />MASTER AGREEMENT FOR DATA IMAGING SERVICES
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<br />This Master Agreement for Data Imaging Services ("Agreement") is by and between Anacomp, Inc, an Indiana corporation with
<br />its principal place of business at 12365 Crosthwaite Circle, Poway, California 92064, ("Anacomp") and the following "Customer."
<br />
<br />10-22-01
<br />REFERENCE NUMBER
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<br />CUSTOMER Citv of Santa Ana
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<br />ADDRESS
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<br />20 Civic Center Plaza
<br />
<br />CITY Santa Ana
<br />
<br />STATE CA
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<br />ZIP
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<br />92702
<br />
<br />STATE OF lNCORP.
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<br />1. SERVICES. Anacomp agrees to provide to Customer, and Customer agrees to purchase exclusively from Anacomp, the data
<br />imagmg services set forth on the Services Schedulers) attached hereto ("Schedule") (collectively, the "Services"). Each Schedule
<br />executed by the parties under this Agreement incorporates all of the terms and conditions of this Agreement. Customer
<br />acknowledges that this is a requirements contract, and that Customer may not perform any of the Services Itself or purchase any
<br />such Services from others during the term of this Agreement.
<br />2. TERM. The Initial Term of this Agreement shall be for the period of time as set forth on the Schedule, and this Agreement
<br />will be automatically renewed for successive like terms unless written notice of termination is given by either party to the other
<br />not less than ninety (90) days prior to the end of the Initial Term or any successor term, as the case may be, witb termination
<br />effective at the end of such term. Any additions or changes to Services to which Anacomp agrees shall be contained in a writing
<br />signed by both parties.
<br />3. CHARGES FOR SERVICES. Charges for Services will be those specified on the Schedule. Invoices to Customer shall be
<br />sent to the address specIfIed above. Invoices for Services and other charges are due and payable upon receipt. For any invoices
<br />not paid within thirty (30) days of the invoice date, Anacomp may charge Customer interest at the rate of
<br />one and one-half percent (1 1/2%) per month from the invoice date, or the maximum permissible legal rate until paid. Anacomp
<br />may change the prices set forth in this Agreement at any time during its term upon thirty (30) days advance written notice to
<br />Customer; however such increase shall not exceed ten percent (10%) in any twelve (12) month period. Notwithstanding anything
<br />herein to the contrary, Anacomp shall retain the right to increase its courier charges based on dollar for dollar increases that
<br />Anacomp receives from its courier service provider. Customer is responsible for and shall pay all federal, state and local taxes
<br />(including, but not limited to, all excise, sales and use taxes) based upon or arising out of the Services, excluding taxes based on
<br />Anacomp's gross income.
<br />4. PICK-UP AND DELIVERY. Customer may contract with Anacomp to pick-up and deliver source materials and output
<br />media according to terms mutually agreed upon by the parties. However, Anacomp shall not be required to make any pick-up or
<br />delivery unless an agent of Customer is present and available to provide requested assistance during the pick-up or delivery.
<br />Anacomp shall have the right to reject any pick-up of source materials improperly packed by Customer unless Customer agrees to
<br />pay Anacomp for such services.
<br />5. MEDIA. If Customer furnishes source materials on magnetic tapes, or other input media, to Anacomp, in a condition which
<br />is unsatIsfactory for processing, or which contain incorrect data or information, then Customer shall be required to pay for any
<br />reasonable costs incurred by Anacomp to remedy the unsatisfactory condition.
<br />6. CONFIDENTIALITY. Anacomp will utilize commercially reasonable efforts in safeguarding Customer's information and
<br />data. Anacomp agrees not to divulge or disclose to third parties, or make any use whatsoever, of Customer's information and data
<br />provided to Anacomp unless required by law. Anacomp shall be liable to Customer for a breach of the foregoing obligation only
<br />m the event of a willful and material disclosure of such information or data by Anacomp, and then only m amounts up to the
<br />limitations ofliability set forth in Section II below.
<br />7. TRANSFER OF SERVICES. If the data processing operations of Customer are transferred to a different location, this
<br />Agreement shall remain m eftect if Anacomp determines in its sole discretion that it is able to provide the same or comparable
<br />levels of Services at such locations as are provided hereunder. Customer shall give Anacomp sixty (60) days advance written
<br />notice of its intent to transfer its operations to another location. Anacomp shall then have thirty (30) days to inform Customer
<br />whether it is able to continue providing the Services at the new location.
<br />8. INDEMNIFICATION. Customer represents and warrants that it lawfully possesses all source material and has the authority
<br />to reproduce such matenal in accordance with this Agreement. Customer agrees to defend, indemnifY and hold harmless
<br />Anacomp from and against any and all claims, actions, suits, liabilities, losses, dama~es, costs, charges, penalties, attorneys' fees,
<br />and other expenses of any nature (including, without limitation, settlement costs) mcurred by Anacomp that arise out of, are
<br />connected with or result from a breach of Customer's foregoing representation and warranty.
<br />9. DEFAULT. If either party is in material default under this Agreement and such default continues for thirty (30) days after
<br />written notice thereof by the other party, then this Agreement may thereupon be terminated by such other party; provided,
<br />however, that if Customer fails to pay any arnountpromptly when due, Anacoml' (in addition to any other rights it may have under
<br />this Agreement, by law or otherwise) may at its election and without notICe: (i) terminate this Agreement; (ii) suspend
<br />performance of this Agreement until the invoice is paid; andlor (iii) declare any unpaid balances immediately due. In addition,
<br />Customer shall be liable for all costs and expenses, including reasonable attorney's fees, incurred by Anacomp to enforce
<br />collection of any moneys due under this Agreement. In the event of any default by Customer, the parties agree that the minimum
<br />monthly charge, if any, stated on the Schedule shall not be used as a measure of damages.
<br />10. LIMITED WARRANTY. Anacomp shall exercise the same level of professional care commonly found in the data imaging
<br />business m carrymg out the terms of this Agreement. Customer's sole and exclusive remedy for any breach of the foregoing
<br />limited warranty will be, at Anacomp's oplton: (i) the repair or replacement of the defective output media by re-executing
<br />Form 33-0025 (Rev. 01/01) (supercedes all previous editions) 1 of2
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<br />EXHIBIT A
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