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HomeMy WebLinkAbout25O - VIIPHOR BOOKING SYSTEMREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: SEPTEMBER 8, 2009 TITLE. ANNUAL MAINTENANCE AGREEMENT FOR VISIPSOR BOOKING SOF'T'WARE (/ CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ^ As Recommended ^ As Amended ^ Ordinanc;e on 1S` Reading ^ Ordinance on 2"d Reading ^ Implementing Resolution ^ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute the attached agreement with Visiphor Corporation, for the software application maintenance and customer support in an annual amount not to exceed $56,000.00, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION On June 15, 2006, the Santa Ana Police Department purchased the Visiphor Automated Booking System. The Visiphor Booking System enables sworn personnel to move arrestees through the booking process more efficiently and in turn, spend more time patrolling the streets. Visiphor has performed satisfactorily and staff recommends approval of the agreement. FISCAL IMPACT Funds are available in the Police Department's Computer Services other Contractual Services account (11-338-6291). APPROVED AS TO FUNDS AND ACCOUNTS: Paul M. Walters Chief of Police Police Department ~~r1~r~ ~ =~ ~- Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency 250-1 250-2 SECOND AMENDMENT TO SUPPORT AND MAINTENCE AGREEMENT THIS SECOND AMENDMENT TO SUPPORT AND MAINTENANCE AGREEMENT is entered into on September 8, 2009, by and behveen, 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 sofrivare designed to enhance the retrieval of law enforcement records for use in jail and intelligence operations. B. Knowledge Computing Corporation recently 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 has taken over client contracts related to law enforcement, including the Santa Ana PD conhact. 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 teens and conditions of said Agreement, the pasties wish to extend the Customer Support Agreement by which KCC has supported and maintained the sofltivare 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 Second 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 July 31, 20I0, in accordance with the Customer Support Agreement, attached hereto and incorporated by this reference as Exhibit F. 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 anmial fee of $56,000 for the term from August 1, 2009 through July 31, 2010. 250-3 IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Support and Maintenance Agreement on the date and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Comicil APPROVED AS TO FORM: JOSEPH W. FI-ETCHER City Attorney CITY OF SANTA ANA DAVID N. REAM City Manager KCC COMPUTING By: RYAN O. HODGE (NAME; S ~ ~ L ~.:~ Deputy City Attorney (Title) ,,~ Tax ID# V`0`J' ~~'yt~ 250-4 Agreement between KCC Knowledge Computing (Canada) Llm/ted and City of Santa Ana [Exh/b/t fJ Exhibit F Customer Support Agreement This Agreement made the 17th of August, 2009 BETWEEN KCC Knowledge Computing (Canada) Limited Suite 1424 - 4710 Kingsway Burnaby, British Columbia V5H 4M2 (hereinafter called "KCC") AND City of Santa Ana (hereinafter called "Customer") Confidential Page 1 8118/2009 CIty of Santa Ana - Exhibit F Copyright O 2006 _KCC Knowtedge Computing (Canada) Limited 250-5 Agreement between KCC Knowledge Comput-ng (Canada) Lmited and C/ty o1 Santa Ana (ExA/blt FJ KCC Knowledge Computing (Canada) Limited Customer Support Agreement WHEREAS The Customer is a user of certain KCC software products and/or application programs including software provided pursuant to a Software License Agreement (the `Troduct") which is executed contemporaneously with this Customer Support Agreement and KCC has ~ the experience and expertise necessary to enable it to provide support and maintenance services for the Product; and The Customer wishes to have KCC provide the support and maintenance services pursuant to the terms and conditions of this Agreement. NOW THEREFORE, In consideration of the mutual covenants contained herein, the parties agree as follows: 1. DEFINITIONS AND INTERPRETATION In this Agreement, except as otherwise expressly provided or as the context otherwise requires, Acceptance means the date on which the Customer certifies the Deliverables accepted in accordance with the Santa Ana PD SOW, Exhibit A, or when the Customer fast makes any productive use of the Deliverables, whichever occurs first. Acceptance Criteria means the noted criteria for acceptance of the Deliverables referred to in the Statement of Work. Acceptance Period means the period within which to review the Deliverable and to notify KCC in writing of its acceptance or rejection based on the review results with respect to compliance to the Acceptance Criteria. Acceptance Testing means the testing conducted during the Acceptance Period to enable the Customer to determine whether #o accept the Application Package Program or Services. It is performed to validate the APP or Services meet the noted Acceptance Criteria; Application Package Programs means the Product together with the Database Business Rules means the procedures for the use of the Product in the manner and for the purpose of which KCC originally intended it, as reflected in its design and having regard to the business practices of Customer, both of which are established in system administration training provided by KCC. Custom Modification means, unless otherwise specifically varied herein, any changes or modifications made to the Application Package Programs by KCC (including, but not limited to, tables, columns, reports, interfaces to third party hardware or software, data Confidential Page 2 8/18/2069 City of Santa Ma - Exhibit P Copyright O 2006 - KCC Knowledgo Computing (Canada) Umitod 250-6 Agreemen! between KCC Know/edge Comput/np (Canada) Urn/ted and Clty of Santa Ms [t?xh/bft F] conversion, screens and matching algorithms) exclusively for the Customer, as listed in Schedule A-1 (Section 17). Notwithstanding the above, any Custom Modification shall be approved in advance by the Customer. Any modification which is made for the purpose of maintaining the operability of the application package shall not be to the account of the Customer and only those modifications which are requested by and approved by the Customer shall be paid for by the Customer. Current Technology means the version of application utilized by KCC in its latest Product and Technological Release. Database means the Oracle4~ or Microsofl~ Programs (as the case may be} licensed to Customer by Oracle® or Microsoft® for the purpose of using the Product. Defect means a failure of the application to perform the designed functionality caused by an error in the application. Deliverables means the items specified in the Statement of Work to be provided by KCC including the Application Package Programs, Services, and Custom Services. Delivery Platform means a secondary computer environment that will functionally reflect the Production System and contain, at a minimum, a representative sample of current data and whereupon KCC shall install all Technological Releases, associated patches and Defect corrections; and which will be used by Customer for acceptance validation and regression testing (as appropriate) prior to promotion to the Production System. Documentation means user manuals, reference guides, training materials, release notes, on-line help and other materials in printed or electronic form, which facilitate use of the Product or Custom Modifications. First Level Support means providing first-Iine help services to end users of KCC software applications to determine whether reported issues relate to KCC software or third party hardware or applications not covered under the scope of this Agreement. Go Live means start up of production use of the Product. Migration Services means the services required (including, but not limited to, data conversion, installation, project management, training) by Customer to give full effect to any Technological Release provided hereunder. Production System means the computer operating system(s) and Application Package Programs used by Customer in the live processing of its data. Rules has the meaning ascribed to it in §10.2. Speclflcatlon means the statement of requirements to be satisfied by a product or service as noted in the Statement of Work. The Specification leads to the Acceptance Criteria, to be met during the Acceptance Testing during the Acceptance Period. Support means: (a) responding to inquiries concerning a reported Defect{s) in the Product; and (b) correction to problems diagnosed as Defects in the currently supported version of the Product or as updated through the term of this Agreement. In the resolution Confidential Pngo 3 8/18/2009 City of Santa Ma - Exhibit F Copyright O 2006 -KCC Knowledge Computing (Canada) Limited 250-7 Agreement between KCC Knowledge ComputJng (Canada) tJlnited and C/ty o/Santa Ana [Exb/b/t F] of Defects KCC may respond with a written response, CD ROM or diskette, supplementary documentation, a temporary means of circumventing the problem, or other wrrectional aids. Technologlcal Release means: (a) technological improvements required to allow the Product to operate in conformance with Current Technology. Technological Releases do not include Migration Services. 2. SERVICES 2.1. The Customer shalt provide First Level Support through its own Help Desk, or that of a designee or designees as outlined in Schedule A-2 of this Agreement. 2.2. KCC shall provide Support #o the Customer by telephone, a-mail, facsimile, modem or an Internet connection (as appropriate). 2.3. KCC shall provide Technological Releases from time to tune. 2.4. in the provision of Support, KCC shall adhere to the ,following response standards and at all times shall provide Support in accordance with the highest industry standards recognizing the public interest duties and responsibilities of the Customer: 2.4•x• SEVERtTYLEVEt ONE Severity Level One Definition: The Application Package Programs are totally inoperative and the use of the Product for processing transactions or database searches is not possible. Severity Level One Response Time: KCC shall respond by telephone to the Customer within twenty-four (24) business hours of initial notification to KCC. If the initial notification was not by telephone or not during KCC business hours, this response time shall start when Support personnel receive the notification. Severity Level One Resolution Time: KCC shall provide its best commercial efforts to initiate a resolution within forty-eight (48) business hours of the initial notification. Severity Level One Resolution: KCC shall provide a program correction, program patch or a procedure for Customer to bypass or work around the error condition in order to resume operations. If a bypass procedure is utilized, KCC shall continue error correction activity, on a high priority basis, until a program correction or patch is provided. 2.4.2• SEVERITY LEVEL TWO Severity Level Twa Definition: Significant portions of the Application Package Programs are severely impaired to the extent that major functions are inoperative. Confidential pie 4 8/18/2009 City of Santa Ana - Fxhlbit F Copyright O 2006 -KCC Knowledge Computing (Canada) [united 250-8 Agreemen! betwtae» KCC Knowledge Comput/ng (Canada) t/rn/ted and Clty of Ss»ta Ana (Exhlb/t F] Severity Level Two Response Time: KCC shall respond by telephone or electronic means to Customer within forty-eight (48) business hours of initial notification to KCC. If the initial notification was not by telephone or not during KCC business hours, this response time shall start when Support personnel receive the notification. Severity Level T~vo Resolution Time: KCC shall provide its best commercial efforts to initiate a resolution within ninety-six (96) business hours of initial notification to KCC. Severity Level Two Resolution: KCC will provide the Customer with a program correction, program patch or a procedure to bypass or work around the error condition in order to continue operations. If a bypass procedure is utilized, KCC shall continue error correction activity until a program correction or program patch is provided. 2.4.3. SEVERITY LEVEL THREE Severity Level Three Definition: The Application Package Programs are impaired to the extent that some non-critical functions are not operating. Severity Level Three Response Time: KCC shall respond by telephone to Customer within seventy-two (72) business hours of initial notification to KCC. If the initial notification was not by telephone or not during KCC business hours, this response time shall start when the notification is received by Support personnel. Severity Level Three Resolution Time: KCC shall provide its best commercial efforts to initiate a resolution as soon as possible. In some cases, a resolution may be delivered as part of a technological update or release. Severity Level Three Resolution: KCC shall provide Technological Releases in the form of CD-ROM, diskette or electronic file transfer. 2.5. KCC shall endeavor to assist with all inquiries made to Support personnel. However, if the inquiry is not related to a problem with the Product, KCC shall be entitled to charge the Customer on a time and materials basis at the rates set forth in Schedule B (hereinafter "T&M"). In all circumstances, KCC shall advise the Customer in advance and shall receive prior approval from the Customer prior to charging for TBtM on any matter. Confidential Page 5 8/18/2009 City of saute Ana- Hxhibit F Copyright 02006- KCC Knowledge Computing (Canada) Limited 250-9 Agreemen! between KCC Knowledge ComputJng (Canada) LJmlted and Clty otSanta Ana [Exh/b/t F] 3. COMPENSATION 3.1. For the Support provided pursuant to this Agreement and all other services related to the operation, maintenance and upgrades or customer modifications, the Customer shall pay KCC the annual fee specified in Section 3.1.1 and Section 3.1.2. (the "Fees"). 3.1.1. There is no annual fee for Support and Maintenance in Year 1. 3.1.2. The annual fee for in Year 2 will be $56,750. 3.2• Customer shall have a right to off-set any and all payments in the event there is any breach of this Agreement by KCC. KCC shall invoice the Customer for the Fee annually in advance. All such invoices shall be payable within 30 days of the date of each such invoice. 3.3. The Fees for Support and any other products or services that may be provided hereunder are exclusive of any federal, state or provincial tariffs, duties or sales taxes, taxes which shall be paid by the Customer. 4. CUSTOMER RESPONSIBILITIES 4.1. Without cost to KCC, the Customer shall provide to KCC full co-operation and assistance to enable KCC to provide the Support Services contemplated hereby. In particular, and without limiting the generality of the foregoing, the Customer, or its designee, shalt: 4.1.1. Designate Contacts Designate up to four (4) individuals from its MIS/IT department, or services provider (as the case may be). All Support calls must be channeled through the designated individual(s). The designated individual(s) are set out in Schedule A-2. 4.I .Z, Provide Electronic Access to Production System Provide KCC with electronic access to the Production System. 4.1.3. Perform Administrative Duties Perform all Database and operating system{s) administrative duties, including regular logical and physical backups. Confidential Page 6 8/18/2009 City of Santa Arut - E~rhibit F Copyright O 2006 _KCC Knowledge Computing (Canada) Limited J 250-10 Agreement between KCC Knowledge Computing (Genada) L/mlted and C/ty c/Santa Ana [Exh/b/t F] 4.1.4. Supply Required Information Supply ail pertinent data and information {including Database dumps, as requested). 4.1.5. Make Assistance Available Make available such employees, or designated service providers, of the Customer as KCC may reasonably request in relation to the Support. 4.1.6. Report Faults in a Timely Manner Report problems or faults within such time, on such forms and with such degrees of particularity as KCC may, from time to time, request. The current form to report problems is as set forth in Schedule A-3. 4.1.7. Authorize Emergency Access In the event of an emergency or crisis which is not the direct or indirect responsibility of KCC which is not a Severity Level 1 or severity level 2 event but which is at the specific request of the Customer, provide KCC with an electronic or other access to the production system for purposes of applying a database or data corruption fix on the understanding that, except for negligence on the part of KCC, KCC assumes no liability resulting from such emergency or crisis access; 4.1.8. Ensure Personnel are Trainers Ensure that its personnel are thlly trained in the use and operation of the Product or any Custom Modifications. 4.1.9. Use in Accordance with Business Rules Use the Product in accordance with the Business Rules. 4.2. Customer understands and agrees that all Defect corrections and Technological Releases and any related Database scripts should be promptly implemented in the Production System, The Customer acknowledges that its failure to so implement such Defect corrections and Technological Releases may render the Product unusable or non-conforming to Documentation. The G~stomer agrees to install and put into production use (a} corrections to Defects within thirty (30) days of delivery by KCC and, (b) Technological Release within such reasonable time as KCC and the Customer may agree. 4.3. In no event shall the Support Services be used as a source of training or a source of consulting. Misuse of the Support Services may result in direct billing, on a Confidential Page 7 sri sntwv City of Santa Ana - Exhibit F Copyright O 2006- KCC Knowledge Computing (Canada) Limited 250-11 Agreement between KCC Knowledge Comppt/ng (Canada) L/m/ted and C/ry of Santa Ana [Fxhlblt F] T&M basis, for any such training or consulting services, No such charges shall be applied until such time as KCC advises the Customer that it is in breach of this clause thereby giving the Customer the opportunity to cease such action. 4.4. Customer acknowledges and agrees that the administration and maintenance of all computer hardware, communications equipment third party software, cabling, peripherals and any other hardware equipment necessary and required for the operation of the Product, shall be the exclusive obligation of the Customer. in particular, and without limiting the generality of the foregoing, KCC shall not be held responsible for the provision of any assistance (under the terms of this Agreement) required as a result of any: 4.4.1 Modification to System Environment modification, change or upgrade to any hardware or soflwaie . (other than any modification, change or upgrade made by KCC to the Application Package Programs); or 4.4.2. Damage by Accident or External Cause damage to the Application Package Programs by accident or other external cause, the fault or negligence of any party other than KCC, or use by Customer in other than its normal and customary manner; or 4.4.3. Unauthorized Modifications as a result of any unauthorized modification made by Customer or any party other than KCC, even if KCC has knowledge of the possibility of such potential loss or damage. If, as a result of one or more of the foregoing circumstances Customer requires assistance, KCC agrees to provide such assistance on a T&M basis. 5. TERM, DEFAULT AND TERMINATION s• 1 • The term of this Customer Support Agreement commences t~ I and continues for a period of 12 months, endin _~ - S • ~ ' subsequent renewals so long as Customer is notgm breach of Sect! n 4 2 iCdCC will offer sums and amounts due under Section 3 are paid when due. The Customer shaliohave sell right on 90 days written notice to KCC to terminate this Agreement at any time during the initial tenor or any renewal term of this Agreement. Any fees paid in advance for a period of time subsequent to the termination date shall be considered non-refundable. S~2• The Customer further reserves the right to terminate this Agreement without penalty or future liability at its fiscal year end due to lack of appropriations. 5.3. If, after termination of this Agreement, tbstomer requests Support, KCC may agree to provide such Support and Customer shall pay for same forthwith on a T&M basis at KCC's then current rates. KCC shall provide an advance estimate of the T&M Confidential Page 8 8J! 812009 City ofSanta Ma- Hxhibit F Copyright 02006 _KCC Knowledge Computing (Canada) Umited 250-12 Agreement between KCC Know/edge Compuflnp (Canada) lfmfted and c/ty of Santa Ana [t7rhiblt F] charges for any support to be provided at the request of the Customer. The Customer shall be obligated to pay no more than the estimate for such Support Services. 5.4. In the event that either party (the "Defaulting Party") shall neglect, fail or refuse to~perform under any of the provisions of this Agreement, then the other party (the "Non-Defaulting Party") may deliver to the Defaulting Party notice of intention to terminate this Agreement which notice shall specify the alleged neglect, failure or refusal and, if within 30 days after the date of delivery of such notice, the Defaulting Party shall not have fully cured all the defaults indicated therein, or presented a plan acceptable to the Non Defaulting Party to cure such defaults, then upon expiration of such 30 days, the Non Defaulting Party may, at its option, elect to terminate this Agreement. Where the Defaulting Party commits a second breach of the Agreement, the Non-Defaulting Party shall have a right to terminate this Agreement on 7 days notice to the Non-Defaulting Party. Where the Customer terminates this Agreement pursuant to this paragraph, all advance payments by the Customer to cover services post the termination date shall be refunded to the Customer in full. 5.5. Notwithstanding Clause 5.4, if the Customer fails to pay KCC as required by this Agreement, KCC shall not be required to provide Support forthwith after delivery of written notice to that effect to the Customer, and may pursue any other remedies which it may have at law or under this Agreement. 6. ©ENERAL TERMS 6.1. These Support Terms form part of and are subject to the terms and conditions set out in the Agreement. b.2. Support Restrictions: Nothing herein shall permit Customer to reverse engineer, disassemble or decompile the Product (or any portion thereof). in addition, it is expressly understood that Customer shall not amend, change or alter any application/module libraries, graphical user interface forms or database schema including, but not limited to, table structure, indexes, views, referential constraints or synonyms, without KCC' written permission. To the extent KCC permits Customer to modify, amend, change or alter any part of the Application Package Programs, KCC shall have no obligation to cure any Defects resulting from any such modification, amendment or change. 6.3. De-Support: In the event Customer is unable or unwilling to fulfill its obligations (Sec. 4.2) to maintain current versions of the Product on its Production System, KCC reserves the right to de-support such obsolete version(s) at the expiration of the current support year provided KCC has first given Customer not less than (60) days prior written notice of its intention to rely on this clause, in which case no further payments will be made by the Customer to KCC. 7. PRIORITY pF DOCUMENTS 7.1 • If there is any conflict with or inconsistency between the documents listed below, then the following order of precedence will apply, from highest to lowest: (as applicable) Confideatiat Page 9 8/18/2009 City of Santa Ana _ L'xhibit P Copyright O 2006 -KCC Knowledge Competing (Canada) Limited 250-13 Agreement between KCC Knowledge Comput/»g (Canada) L/m/ted and C/ty of Santa Ana ~Eirh/blt Fj (a) Software License Agreement; (b) Primary Agreement; (c) Customer Service Agreement; and (d) Software Escrow Agreement. 8. NOTICES 8.1. All notices, requests, demands, or directions to any party to this Customer Support Agreement by another party hereto will be in writing and delivered or sent by registered mail, postage prepaid, addressed as follows: to: KCC Knowledge Computing (Canada) Limited Suite 1424 - 4710 Kingsway, Burnaby, British Columbia VSH 4M2 Attention: Chief Operating Officer to: City of Santa Ana 20 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 Attention: or to such other address as may be stated by one party to the other in a notice given in the same manner herein provided. Any notice, request, demand, or direction given in such manner will be deemed effective upon receipt by the party to whom it is given or upon refusal to accept receipt documented by the delivering party, 9. ASSIGNMENT 9.1. Except for an assignment to an Affiliate of KCC, KCC will not assign this Customer Support Agreement without the prior written consent of the Customer. No permitted assignment to an Affiliate will be effective until: {a) the assignee Affiliate agrees in writing with the Customer to be bound by the terms and conditions of this Customer Support Agreement; and {b) the assignee Affiliate provides evidence satisfactory to the Customer that the assignee Affiliate and its directors, officers, employees and agents have obtained the necessary security checks and security clearances to enable it to perform the Services and to have access to the environment /system and/or any related data and information Notwithstanding any assignment of this Customer Support Agreement as permitted by this Section, KCC will remain primarily responsible for the timely performance of all of its obligations hereunder. !0. ARBITRATION 10.1. if, at any time, there is a dispute, controversy or Claim (each a "Dispute") between the parties with respect to any matter arising out of or relating to this Agreement, then the party to the Dispute that wishes to initiate a resolution of the Dispute must give notice to the other party to the Dispute outlining the nature of the Dispute and the Confidential Page 10 - 8/18/2009 City of Santa Ana - Fuhibh P Copyright O 2006 -KCC Knowledge Computing (Canada) Limited 250-14 Agreement between KCC Knowledge ComputJng (Canada) UmJted and City of Santa Ans [Fxhtblt Fj resolution proposed by the claimant and requiring that such Dispute be resolved pursuant to this Part 10. 10.2. If' a Dispute is not resolved between the parties within 30 days (or such longer period as is agreed to in writing by the parties to the Dispute} after the date of the notice pursuant to §10.1, either party to the Dispute will be entitled to refer the Dispute to arbitration in accordance with the domestic arbitration rules of the British Columbia International Commercial Arbitration Centre (collectively, the "Rules") as modified by the provisions herein, within 30 days after such date. The Dispute will be submitted to one arbitrator in accordance with the Rules. 10.3. The arbitration will take place in English in Vancouver, British Columbia. 10.4. Each party will accept the award or decision of the arbitrator as final and binding and will diligently act in good faith to do all that is necessary or advisable to be done by it to implement the award or decision. 10.5. A party who commences a legal proceeding in respect of an issue or Dispute that may be arbitrated under this Agreement, (a) will cause the proceeding to be stayed until the time during which an arbitration may be initiated has expired or, ifan arbitration is initiated, a decision or award by arbitration is delivered or the arbitration has otherwise ended, and (b) will promptly discontinue the proceeding once the arbitrator's decision or award is given. 11. GOVERNING LAW I1.1. This Customer Support Agreement will be governed, construed and interpreted by the laws of the Province of British Columbia. 12. AMENDMENT 12.1. No modification or amendment to this Customer Support Agreemen# may be made unless agreed to by the parties hereto in writing. 13. SEVERABILITY 13.1. The invalidity of any provisions of this Customer Support Agreement or any covenant herein contained on the part of any party will not affect the validity of any other provision or covenant hereto or herein contained. The parties will in good faith negotiate a mutually acceptable and enforceable substitute for any invalid provision or covenant, which substitute will be as consistent as possible with the original intent of the parties. 14. NON-WAIVER 14.1. The waiver or failure of either party to exercise, in any respect, any right provided for herein will not be deemed a waiver of any further right hereunder. Confidential Pagc 1 i CityofSanteAna-ExhibitF Copyright02Q06-KCC Knowledge Computing (Canada)I.imited 8/18/2009 250-15 . -. _. Agreement between KCC Knowledge Comput/ng (Canada) Llmlted and - C/ty of Santa Ana jExblblt fJ 15. ENTIRE AGREEMENT 15.1. This Customer Support constitutes the entire agreement between the parties hereto with respect to the licensing of the Software and supersede all prior letter of intent, arrangements, representations, warranties, statements, promises, information, arrangements and undertakings, whether oral or written, expressed or implied. 16. COUNTERPARTS 16.1 This Customer Support Agreement may be executed in counterparts, in , original form or by facsimile, each of which will together, for all purposes, constitute one and the same instrtunent, binding on the patties, and each of which will together be deemed to be an original, notwithstanding that ail of the parties are not signatories to the same counterpart. IN WITNESS WHEREOF the parties have executed this Agreement as of 20Q~. KC owledge Comput ling (Canada) Limited City of Santa Ana 1 Signiture: Signiture: ~ By. ~U ~ ~ ~ ~'Y-^ t%1 lay: Title: nn Title; Date: ~ Date: ~ ~, ~~ Confidential Poga 12 - 8/18/2009 City oFSanta Ana- Exhibit F Copyright A 2006-KCC Knowledge Computing (Canada) Limited 250-16 Agreement between KCC Knowledge Comput/ng (Canada) L/m/ted and Clty of Santa Ans (Exhlblt FJ 18. SCHEDULE A-2 18.I. Support service is for the following periods (Sec 2.1): 24 hours per day 7 days per week 18.2. Designated Individuals for Customer Support (Sec. 4.1.1): 19. SCHEDULE A-3 I9.1. The Customer may submit Incident Reports to KCC via the following channels: Confidential Psge 13 8/18/2009 City of Santa Ma - Exhibit F Copyright O ZOQ6 -KCC Knowledge Computing (Canada) Umite+ci !~ I 250-17 17. SCHEDULE A-1 17.1. Supported Software 12f..i. Designated Individuals for Authorizing Additional ExiJentiiture flea 2 S~ 250-18