KNOWLEDGE COMPUTING CORPORATION (KCC)

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INSURANCE NOi REQUIRED WORK MAY PROCEED _ c°,~~nnuF COUNCIL A-2008-316 ATE: i~ 5-U~ AGREEMENT FOR PRODUCTS D: ~D(z'~ (~Dm nSk ~TRIS AGR~EMENT is made effective this `h day of December, 2008 , by and between The City of Santa Ana, (hereinafter "Customer"), and KNOWLEDGE COMPUTING CORPORATION (hereinaf- ter "KCC"), a corporation formed and existing under the laws of the State of Arizona, with its principal place of business at 7750 E. Broadway Blvd, Suite 100, Tucson, Arizona 85710. Article I. ENGAGEMENT The Customer hereby engages KCC to provide the following services and products in accordance with the terms and specifications provided herein and in the Statement of Services set forth in Schedule 1 attached hereto. A. Products. 1. KCC will provide COPLINK Solution Suite licenses, as described in Schedule 1, to the remaining sworn officers (40,000) in the State of California who are not licensed users of COPLINK as of October 1, 2008. 2. Customer is purchasing the COPLINK Solution Suite licenses as purchasing agent for the regional law enforce- ment/criminaljustice agencies in the State of California. The parties hereto agree that Customer's total liability to COPLINK pursuant to this Agreement is limited to the cost of the four Level 5 licenses. The regional law enforce- menUcriminaljustice agencies will receive the licenses through Customer and will individually contract with COPLINK to activate those licenses, including the execution, on behalf of the individual agency, of the COPLINK End-User Li- cense Agreement, attached hereto as Schedule 2. 3. This contract does not supersede, replace, or modify any existing contracts for COPLINK products or services with any criminal justice agency in the State of California. 4. At the Customer's option, KCC will provide additional COPLINK software products at an additional cost as stated in the current COPLINK price sheet. The addition of sources or products will require a contract amendment detailing the products and services to be delivered. B. Maintenance and Support Services. KCC will contract with individual agencies and/or regions for activation and maintenance of the software. Maintenance cost will be no more than 15% of the license fee cast that will be based on the sworn officer population for an agency and/or region. Article II. LICENSE The license terms far the COPLINK Solution Suite software are described in the End-User License Agreement (EULA) at- tached in Schedule 2. Article III. CONSIDERATION, REPORTS AND METHOD OF PAYMENT A. Consideration. 1. In consideration for the Products and Service provided under this Agreement, Customer shall pay to KCC a total sum not to exceed the Total Software amount in Schedule 1, which shall include year one of warranty from date of con- tractsigning. KCC shall charge Customer only in accordance with this amount. 2. Customer will be billed for the License portion of the COPLINK® Solution Suite upon signing of the Software Accep- tance Letter. The License cost is defined as the total cost of the COPLINK® base product and any additional products ordered by the Customer (e.g. COPLINK AgentT"') as outlined in Schedule 1. KCC hereby grants to The Customer a perpetual, non-exclusive, non-refundable license to use any and all COPLINK® Software provided to you under this Li- cense in accordance with the terms and conditions set forth herein. Said license may be transferred to the regional law enforcemenVcriminalfustice agencies in the State of California as set forth in Section 1.A., above. B. Taxes. Customer shall be responsible for any sales or use taxes arising out of this Agreement payable to the state of California. Page 1 of 12