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A-2004-119 INSURANCE ON FILE WORK MAY PROCEED Northrop Grumman Public Safety Inc. Proprietary UNTIL INSURANCE EXPIRES, Contains Trade Secrets and Information which is Cmmnemial or Financial, and Privileged or Confidential. CLERK OF COUNCIL DATE: -y - t y-04 NORTHROP GRUMMAN PUBLIC SAFETY, INC., MASTER MAINTENANCE AGREEMENT G•.?b Lb. kAQ This Agreement is entered into between Northrop Grumman Public Safety Inc., (formerly Mobile Access Software Inc, MASI), a Delaware corporation, with an office at 12005 Sunrise Valley Drive, Reston, Virginia 20191-3404, hereinafter referred to as "PSI", and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, hereinafter referred to as "Customer". 1. SCOPE OF AGREEMENT PSI will provide the following services: Services provided for by the PSI Software Maintenance Sub -Agreement, (copy at- tached), which includes PSI provided software as shown on Exhibit A of the Software Agreement The above shall be referred to as sub -agreements. 2. TERM OF AGREEMENT The term of this Agreement shall commence on June 1, 2004 and shall continue for a term of one year, with the option to renew for four additional years at the prices outlined in Exhibit "A". 3. TERMINATION This Agreement may be terminated at any time, by either party, by providing a 60-day written notice of termination. As such, the Agreement shall terminate with no further financial obligation of the Customer with respect to payment of obligations due after 60 days from the date of such notice. Should the Customer terminate this Agreement, PSI will provide a prorated refund after the 60-day notice. 4. TERMS AND CONDITIONS In the event of a conflict, the terns of this Agreement shall take precedence over the terns and conditions of the sub -agreements. 5. PRICE AND PAYMENT The Customer shall pay the amount labeled "Total Due," with respect to the period identified, in Exhibit "A" (attached). The prices outlined in Exhibit "A" are firm fixed prices and are not subject to change based on the purchase of additional client licenses. The fees for Basic Software Maintenance shall be paid annually in advance. Per call and block time charges, if selected as options in Item 2 of Exhibit B of the PSI SOFTWARE MAINTENANCE SUB -AGREEMENT, will be invoiced after the service is performed. Document Prepared 3/16/2004 MMK 0304 Page 1