25P - SOFTWARE MAINT AND SUPPORT

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THIRD AMENDMENT TO SUPPORT AND MAINTENCE AGREEMENT THIS THIRD AMENDMENT TO SUPPORT AND MAINTENANCE AGREEMENT is entered into on August 2, 2010, by and between, KCC Knowledge Computing (Canada) Limited, formerly known as Visiphor Corporation, a corporation having its principal place of business located at 1424 - 4710 Kingsway, Burnaby BC ("KCC") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS: A. The parties entered into that certain Agreement #A-2006-169, dated June 15, 2006, (hereinafter "said Agreement") by which Visiphor provided software designed to enhance the retrieval of law enforcement records for use in jail and intelligence operations. B. Knowledge Computing Corporation acquired the assets of Canadian-based Visiphor Corporation. Under the terms of the agreement, Knowledge Computing Corp. acquired the rights to Visiphor's intellectual property and all of their physical assets and took over client contracts related to law enforcement, including the Santa Ana Police Department contract. To support the acquisition, Knowledge Computing formed a wholly owned subsidiary, KCC Knowledge Computing (Canada) Limited located in Vancouver, British Columbia. C. In accordance with the terms and conditions of said Agreement, the parties wish to extend the Customer Support Agreement by which KCC has supported and maintained the software and applications. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this Third Amendment to Agreement, the parties agree as follows: 1. Pursuant to Section 3. 1, CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS, warranty support commenced August 1, 2007 and continued through July 31, 2008. The parties desire to extend the customer support through September 30, 2011, in accordance with the Customer Support Agreement. 2. The City agrees to pay and KCC agrees to accept, as total compensation for KCC's Software and Application Maintenance and Support services, an annual fee of $57,500 for the term from November 1, 2010 through September 30, 2011. In order to provide continuous uninterrupted service, all services provided by KCC since August 1, 2010, shall be included within the Scope of Services of this Agreement. 3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. 25P-3