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EXHIBIT F.1 - SAPO IQ/CAD SYSTEM MASTER SUPPORT AGREEMENT THIS MASTER SUPPORT AGREEMENT (this "Maintenance Agreement") is entered into on the _ day of , 200_, between POSITRON PUBLIC SAFETY SYSTEMS CORP. ("Positron") and THE CITY OF SANTA ANA (the "Customer"). This Maintenance Agreement is made pursuant to and incorporates by reference the terms and conditions of the City of Santa Ana Computer Aided Dispatch Primary Agreement (the "Agreement") made by and between Positron and the Customer. Except as set forth in this Maintenance Agreement, the Parties agree that the terms and conditions of the Agreement apply and are incorporated by reference into this Maintenance Agreement. All capitalized terms not defined in this Maintenance Agreement shall have the meanings set out for such terms in the Agreement. 1.0 DEFINITIONS "Call Center" means Positron's team of first level support technicians providing help desk service. "Force Majeure" means acts of God, explosion, flood, lightning, fire, epidemic or accident; war, hostilities, (whether war be declared or not), invasion, act of foreign enemies; rebellion, revolution, insurrection, terrorist act, military or usurped power of civil war; riot, civil commotion or disorder; strikes, lock-outs or other industrial actions or trade disputes of whatever nature; any cause or circumstances whatsoever beyond the Parties' reasonable control. "Maintenance Services" means the maintenance services set forth in this Maintenance Agreement. "Quotation" means Exhibit B.1 IQ/CAD System Project Deliverables "Site" means the location where the System is installed. "Software" means the software set forth in the Quotation. "System" means the Software collectively. "System Cutover" means the day the System is put into operation, i.e., goes live. 2.0 TERM The Maintenance Services shall commence on the date of System Cutover and shall continue for a term of five (5) years (the "Software Term"). Thereafter, the Maintenance Services may be renewed for successive one-year terms or a period mutually agreed upon by Positron and the Customer (each a "Renewal Term"). Positron shall provide the Customer with an amended proposal at least ninety (90) days prior to the expiration of the Software Term or a Renewal Term (collectively "Term"). The Customer shall provide Positron with its decision to continue to receive Maintenance Services at least sixty (60) days prior to the expiration of any Term. CHANGE ORDER #2 to Computer Aided Dispatch Purchase Agreement A-2004-229 EXHIBIT F-1 - IQlCAD System Master Support Agreement Page 111 of 149 ~