VISIPHOR CORPORATION (KCC) KNOWLEGE OF COMPUTING (CANADA) 1B-2009

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A-2009-157 INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL nATF' Ii -l t5 -oq SECOND AMENDMENT TO SUPPORT AND MAINTENCE AGREEMENT ~-'( ~~ -;Jq'1' ~.)( \;:, '.,J\ 4- ~ rrJ -' I , , D ~ .-<.J (>') TIDS SECOND AMENDMENT TO SUPPORT AND MAINTENANCE AGREEMENT is entered into on Septemher 8, 2009, 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, BurnabyBC ("KCC") and the City of Santa Ana, a chalter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS: A. The palties entered into that celtaln Agreement #A-2006-l69, 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 COlporation 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 contract. To support the acquisition, Knowledge Compnting formed a wholly owned subsidiaty, KCC Knowledge Computing (Canada) Limited located in Vancouver, British Columbia. C, In accordance with the tenns and conditions of said Agreement, the palties wish to extend the Customer Support Agreement by which KCC has suppOlted and maintained the software and applications. WHEREFORE, in consideratiou 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 REPRESENT A TraNS, warranty support commenced August I, 2007 and continued through July 31,2008. The parties desire to extend the customer support through July 31, 20 r 0, in accordance with the Customer Support Agreement, attached hereto and incOlporated 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 SUppOlt services, an annual fee of $56,000 for the term from August I, 2009 through July 31,2010.