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0 <br />• <br />MASTER SUPPORT AGREEMENT <br />This Master Support Agreement (this "Agreement ") is entered into this '41 uq#�, day of March 2006 (the <br />"Effective Date "), by and between the City of Santa Ana, a charter city and municipal corporation organized <br />and existing under the Constitution and laws of the State of California (the "Client ") and CompuDyne — Public <br />Safety & Justice, Inc., a Virginia corporation ( "CompuDyne "). <br />WHEREAS, TriTech Software Systems Corporation ( "TriTech ") agreed with the Client to install and <br />sublicense a fire records management system known as 24Seven ( "FRMS ") which system was developed <br />and owned by 90 Degrees, Inc. ( "90 Degrees ") and the Client paid for a site license for the FIRMS system (set <br />forth on Exhibit 2 as the Covered Applications); <br />WHEREAS, in August 2004, CompuDyne acquired the assets of 90 Degrees, including the FRMS product; <br />WHEREAS, TriTech failed to complete the installation of FIRMS and Client has elected to terminate its <br />agreement with TriTech; <br />WHEREAS, Client has elected to complete installation of FIRMS through CompuDyne and to obtain support <br />services related to FIRMS from CompuDyne; <br />NOW THEREFORE, in consideration of the mutual covenants contained herein, the Client and CompuDyne <br />hereby agree as follows: <br />List of Exhibits <br />Exhibit 1: <br />Definitions <br />Exhibit 2: <br />Covered Applications <br />Exhibit 3: <br />Training <br />Exhibit 4: <br />Third -Party Support Contracts <br />Exhibit 5: <br />Site, System and Network Specifications <br />Exhibit 6: <br />Back Up Schedule and Procedures <br />Exhibit 7: <br />Warranty & Maintenance Support — Guidelines & Options <br />Appendix A <br />Statement of Work <br />Definitions <br />Capitalized terms used herein and in any exhibit hereto shall have the definitions set forth on Exhibit 1 attached <br />hereto and incorporated herein by this reference, unless otherwise defined herein. <br />2. Installation Services; Basic Support; Enhancements <br />2.1. Completion of Installation. Subject to the terms and conditions set forth in this Agreement, <br />CompuDyne will provide the installation, consulting, system integration, project management, training and <br />technical services (the "Installation Services ") set forth in the Statement of Work attached hereto as Appendix <br />A (the "Statement of Work ") at no additional cost to Client unless otherwise set forth in the Statement of <br />Work. Client shall be responsible to provide those services and facilities necessary for the completion of the <br />Installation Services which are set forth as Client's obligations and responsibilities in the Statement of Work. <br />In the event an Installation Service set forth in the Statement of Work provides a price, Client agrees to make <br />payment with respect to that Installation Service upon CompuDyne's certification of completion of the task <br />with respect to such Installation Service. <br />2.2. Project Manager and Client Representative <br />Updated 111505 Page 1 of 15 <br />02005 CompuDyne — Public Safety & Justice, Inc. All rights reserved. <br />Master Support Agreement <br />