HomeMy WebLinkAboutKCC KNOWLEDGE COMPUTING LTD (FORMERLY KNOWN AS VISIPHOR CORP.)'I OPR XY PROCEED
CLERK OF, COUNCi`._
S TI3IRD 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
Fj 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 $57,500
for the term from November 1, 2010 through September 30, 2011. In order to provide
continuous uninterrupted service, all services provided by KCC since August 1, 2010,
shall be included within the Scope of Services of this Agreement.
3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Support
and Maintenance Agreement on the date and year first written above.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
IOSEPH W.FLETCHER
City Attorney
By:
MELTS CROS$FHWAITE
Deputy City Attorney
RECOMMENDED FOR APPROVAL:
PAUL M. WALTERS
Chief of Police
CITY OF SANTA ANA
- z2w 1C< V er•a-
DAVID N. REAM
City Manager
KCC KNOWLEDGE COMPUTING
(CANADA) LIMITED
(NA E) /7G, 6(ASSPdq
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