VISIPHOR CORP 1 -2006 - Laserfiche WebLink

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THE CITY OF SANTA ANA VISIPHOR PRIMARY AGREEMENT This agreement ("Agreement") is made this day of 2006 (the "Effective Date") between the City of Santa Ana, a municipal corporation (hereinafter referred to as the "City"), and Visiphor Corporation, a software development company having an address at 1100 - 4710 Kingsway, Burnaby BC Canada V5H 4M2, hereinafter referred to as the "Contractor"), both of which may be sometimes referred to herein as the "parties", subject to the following statements of fact: A. The City seeks certain unique computer system software and related services to support the City's law enforcement records, jail and intelligence operations. B. In response to the City's Request for Proposal for Jail Management Software, the Contractor submitted a written proposal dated July 14, 2005 for software and services that augment the operation of the primary jail management software vendor (Abbey Group). C. Following a proposal evaluation process and negotiations, the City has agreed to acquire, and the Contractor has agreed to provide the City with, a series of software applications and interfaces, which in totality are referred to as the "System". D. It is expressly understood that this Agreement is by and between two (2) independent parties and that no agency, employee, partnership, joint venture or other relationship is established by this Agreement. The intent by both the City and the Contractor is to create an independent contractor relationship. The Contractor expressly acknowledges and accepts its tax status and the tax consequences of an independent contractor. Further, as an independent contractor, the Contractor expressly acknowledges and accepts that it has no rights, benefits, privileges and/or claims in any form whatsoever under, from, through and/or pursuant to the City of Santa Ana Civil Services Rules. NOW, therefore, it is hereby agreed by the parties as follows: Primary Agreement June 15, 2006 Page 1