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7A <br /> Page 17 <br /> EXHIBIT C <br /> ADDITIONAL TERMS QND CONDlTIONS <br /> 1. Definitions <br /> 1.1."Agreement"shal! mean this Agreement between Vendor and the City and its <br /> exhibits, as the same may from time to iime be amended in accardance with the <br /> terms hereo#. <br /> 1.2. "CAD" shall mean Computer Aided Dispatch Software <br /> 1.3."Defectsfl shali mean a materiai error or defect in software that causes a program <br /> to malfunction or perform in an unintended ar unanticipated manner. <br /> 1.4."Documentation" shall mean, with respect to any software application listed in this <br /> agreement those printed instructions, manuals, and diagrams pertaining to and <br /> furnished wrth such software application. <br /> 1.5. "RMS" shall mean Records Management System <br /> 1.6."San Mateo County Message Swrtch"shai! mean the connection to the following <br /> sources - CJlS, AWS, NCiC and FB1 da#a Sources via the message switch <br /> located at San Mateo County. This connection is considered one data source. <br /> This shall also be known as SMC Message Switch. <br /> 1.7."Servern shalt mean hardware and operating system software used to run <br /> Software <br /> 1.8."Software" shal! mean the software inc{uded in this Agreement in Exhibit B and <br /> provided by Vendor <br /> 1.9."System Software" shall mean ancillary software produc#s#o be provided by tfie <br /> City. <br /> 1.10. "System"shall mean software and related materials in the Scope of Work. <br /> 2. General Provisions <br /> 2.1.Gratuities.Vendor warrants that no gratuities have been provide to any official <br /> employee of City, and that na contingent fees or commissians have been offered <br /> to any participant to solicit or secure this agreement. <br /> 2.2.Ci�y's Right�to enaage ather Consuftants. The City reserves the right to engage <br /> other consultants in connection with the System. Any third party receiving <br /> confiderrtial information or trade secrets under this paragraph must agree to the <br /> same prohibition against disclosure as City. <br /> 2.3.Subcontractor. Vendor shalf not subcontract any portion of the services except as <br /> expressiy stated herein, without prior written consent of City. Subcontracts, 'rf any, <br /> shall contain a provision making them subject to a11 provisions stipulated in this <br /> Agreement. <br /> 13 <br />