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<br />EXHIBIT C <br />ADDITIONAL TERMS AND CONDITIONS <br /> <br />1. Definitions <br /> <br />1 .1 . "Agreement" shall mean this Agreement between Vendor and the City and its <br />exhibits, as the same may from time to time be amended in accordance with the <br />terms hereof. <br />1.2. "CAD" shall mean Computer Aided Dispatch Software <br />1 .3. "Defects" shall mean a material error or defect in software that causes a program <br />to malfunction or perform in an unintended or 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 with such software application. <br />1 .5. "RMS" shall mean Records Management System <br />1 .6. "San Mateo County Message Switch" shall mean the connection to the following <br />sources - CJIS, AWS, NCIC and FBI data 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. "Server" shall mean hardware and operating system software used to run <br />Software <br />1.8. "Software" shall mean the software included in this Agreement in Exhibit Band <br />provided by Vendor <br />1.9. "System Software" shall mean ancillary software products to be provided by the <br />City. <br />1.10. "System" shall mean software and related materials in the Scope of Work. <br /> <br />2. General Provisions <br /> <br />2.1. Gratuities. Vendor warrants that no gratuities have been provide to any official <br />employee of City, and that no contingent fees or commissions have been offered <br />to any participant to solicit or secure this agreement. <br /> <br />2.2. Citv's Rights to enaaae other Consultants. The City reserves the right to engage <br />other consultants in connection with the System. Any third party receiving <br />confidential information or trade secrets under this paragraph must agree to the <br />same prohibition against disclosure as City. <br /> <br />2.3. Subcontractor. Vendor shall not subcontract any portion of the services except as <br />expressly stated herein, without prior written consent of City. Subcontracts, if any, <br />shall contain a provision making them subject to all provisions stipulated in this <br />Agreement. <br /> <br />13 <br />