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Northrop Cmunman Public Safety Inc. Proprietary <br />Contains Trade Secrets and Information which is <br />Commercial or Financial, and Privileged or Confidential. <br />NORTHROP GRUMMAN PUBLIC SAFETY, INC., SOFTWARE <br />MAINTENANCE SUB -AGREEMENT <br />SUB -AGREEMENT effective June 1, 2004, between Northrop Grumman Public Safety Inc., <br />(formerly MASI), 12005 Sunrise Valley Drive, Reston, Virginia 20191-3404 ("PSI") and the <br />City of Santa Ana, a charter city and municipal corporation organized and existing under the <br />Constitution and laws of the State of California, ("Customer"). <br />1. SOFTWARE SYSTEM <br />For the purpose of this Sub -Agreement, the "Software System" shall mean the PSI <br />Computer Software System (Software System) identified in Exhibit A. <br />2. SOFTWARE SUPPORT SERVICES <br />a. With respect to the Software System, PSI agrees to perform, or cause to be per- <br />formed, the following maintenance services: <br />PSI will retain a complete copy of the Software System source code. <br />If during the term of this Agreement, (a.) the Customer discovers defects <br />in the Software System such that same will not perform in accordance <br />with PSI's design; (b.) the Customer notifies PSI of such defects; and, (c.) <br />such defects are reproducible, then PSI shall provide, or cause to be <br />provided, timely corrections of such defects. As applicable and required, <br />Customer shall be responsible for installing corrections to applicable <br />workstation software. <br />3. If problems arise concerning the Software System, PSI will provide <br />telephone assistance within the schedule stated in Exhibit B. <br />4. If critical problems arise from the PSI application and the Customer <br />cannot correct them by following system management procedures <br />previously supplied by PSI, PSI will provide assistance to restore the <br />Software System operations 24 hours a day, 365 days a year without <br />additional charge to the Customer. <br />b. Software Improvements and Upgrades <br />During the term of this Agreement, PSI shall supply Customer with improvements <br />or upgrades to those functions or features of the Software Products which were <br />described in the Functional Specification Design and supplied under the <br />applicable contract and which are not priced separately. <br />C. Installation of Corrections, Improvements or Upgrades <br />PSI shall provide changes to the Software Products including without limitation, <br />updates, upgrades, releases, patches, corrections or improvements by telephone <br />Document Prepared 03/16/04 SMK0304.doc Page 1 <br />