second amendment to agreement between the

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AMENDMENT NUMBER FOUR FIVE

TO

AGREEMENT N1000008350

BETWEEN THE

COUNTY OF ORANGE

AND

COMPUTER DEDUCTIONS, INC.

This AMENDMENT NUMBER FOUR FIVE to Contract number N1000008350 (hereinafter

“AMENDMENT NUMBER

FOUR FIVE”) between the County of Orange, a political subdivision of the state of California (hereinafter “COUNTY”) and Computer Deductions, Inc., (hereinafter “CONTRACTOR”) with a place of business at 8680 Greenback Lane, Suite 210, Orangevale, CA 95662, is made and entered upon execution of all necessary signatures.

WITNESSETH RECITALS:

WHEREAS, COUNTY and CONTRACTOR executed a Contract for Software Development and Maintenance Support, Agreement Contract Number N1000008350 (hereinafter “ORIGINAL

AGREEMENT”) for a one (1) year term of December 1, 2006 through and including November 30, 2007;

WHEREAS, December 4, 2007 COUNTY and CONTRACTOR renewed the ORIGINAL

AGREEMENT as Contract number N2000008350 (hereinafter “AMENDMENT NUMBER ONE”), for the period of 12/01/07 December 1, 2007 to through and including 11/30/08 November 30, 2008 as Contract number N2000008350 and mutually agreed to receive the additional services and fees as amended described in

AMENDMENT NUMBER ONE;

WHEREAS, November 25, 2008 COUNTY and CONTRACTOR renewed the ORIGINAL

AGREEMENT, as Contract number N3000008350 (hereinafter “AMENDMENT NUMBER TWO”) for the period of 12/01/08 December 1, 2008 to through and including 11/30/09 November 30, 2009 as Contract number N3000008350 and mutually agreed to receive the additional services and fees as amended described in

AMENDENT NUMBER TWO;

WHEREAS, October 20, 2009 COUNTY and CONTRACTOR entered into AMENDMENT

NUMBER THREE to the ORIGINAL AGREEMENT amending: amended Attachment A - Scope of Work of the ORIGINAL AGREEMENT

(hereinafter “AMENDMENT NUMBER THREE”)

to eliminate the President position; convert one (1) Sr. Technical Consultant position into a part-time position; delete two (2) Sr.

Technical Consultant positions; eliminate travel expenses; eliminate end-of-year billable hours; and reduce the amount of MDC installation allotment by fifty percent (50%); decrease the monthly not-to-exceed amount for the period of 8/1/09 through and including 11/30/09 from $238,245.05 to $184,078.38 per month; and, decreased the annual not-to-exceed amount of the Contract for years four and five by $650,000.00, for a new annual not to exceed amount of $2,208,940.60;

WHEREAS, COUNTY and CONTRACTOR agreed to decrease the monthly not-to-exceed amount for the period of 8/1/09 through and including 11/30/09 from $238,245.05 to $184,078.38 per month; and,

WHEREAS, COUNTY and CONTRACTOR decreased the annual not-to-exceed amount of the

Contract for years four and five by $650,000.00, for a new annual not to exceed amount of $2,208,940.60;

WHEREAS, on November 24, 2009 County and Contractor desire to renewed the ORIGINAL

AGREEMENT as Contract number MA-060-10011359 (hereinafter “AMENDMENT NUMBER FOUR”) for one (1) additional one (1) year term and CONTRACTOR has agreed to provide those goods/services at the rates set forth in AMENDMENT NUMBER THREE;

WHEREAS, COUNTY and CONTRACTOR desire to amend the Scope of Work to remove paragraphs thirteen (13) through twenty-six (26) and revise Section B Compensation; and

WHEREAS, COUNTY and CONTRACTOR mutually desire to renew the Contact for one (1) additional one (1) year term at the rates set forth in this AMENDMENT NUMBER FIVE;

NOW THEREFORE, in consideration of the mutual obligations set forth herein, both COUNTY and CONTRACTOR agree as follows:

1. ARTICLES a.

Page 7, Additional Terms and Conditions, Section Term of Contract, of the ORIGINAL

AGREEMENT, in amended to read in its entirety as follows:

1. Term of Contract:

This Contract shall commence upon execution of all necessary signatures, and continue in effect from 12/1/06 through and including 11/30/ 10 11, unless otherwise terminated by COUNTY. The period of 12/1/06 through and including 11/30/07 shall be known as

Contract number N1000008350. The period of 12/1/07 through and including 11/30/08 shall be known as Contract number N2000008350. The period of 12/1/08 through and including 11/30/09 shall be known as Contract number N3000008350. The period of

12/1/09 through and including 11/30/10 shall be known as Contract number MA-060-

10011359. The period of 12/1/10 through and including 11/30/11 shall be known as

Contract number MA-060-11010937. This Contract may be renewed for one (1) separate additional one-year term by written mutual agreement of both Parties. The

County is not under any obligation to provide Contractor with a reason should it elect not to renew this Contract, nor is the County obligated to provide any prior notice to

Contractor of its intent not to renew the Contract.

2. The not-to-exceed amount of this Contract term, December 1, 20 09 10 through and including November 30,

20 10 11, shall not exceed $ 2,208,940.60 2,208,941.00.

3. A true and correct copy of the ORIGINAL AGREEMENT (Contract Number N1000008350) is attached hereto as Exhibit A and incorporated by this reference.

4. A true and correct copy of AMENDMENT NUMBER ONE (Contract Number N2000008350) is attached hereto as Exhibit B and incorporated by this reference.

5. A true and correct copy of AMENDMENT NUMBER TWO (Contract Number N3000008350) is attached hereto as Exhibit C and incorporated by this reference.

6. A true and correct copy of AMENDMENT NUMBER THREE (Contract Number N3000008350) is attached hereto as Exhibit D and incorporated by this reference.

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7. A true and correct copy of AMENDMENT NUMBER FOUR (Contract Number MA-060-10011359) is attached hereto as Exhibit E and incorporated by this reference.

8. Page(s) 11-13, Attachment A Scope of Work, of the ORIGINAL AGREEMENT is amended in its entirety replaced by Exhibit F incorporated herein.

7 9. All other provisions of the ORIGINAL AGREEMENT, AMENDMENT NUMBER ONE, AMENDMENT

NUMBER TWO, and AMENDMENT NUMBER THREE and AMENDMENT NUMBER FOUR, except as amended herein and to the extent they are not inconsistent with this AMENDMENT NUMBER FOUR

FIVE, remain unchanged and in full force and effect. All obligations of the parties that would have been terminated on November 30, 2009 2010 are hereby extended to November 30, 2010 2011.

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IN WITNESS WHEREOF, the Parties have executed AMENDMENT NUMBER FOUR FIVE to Contract number N1000008350.

*Contractor: Computer Deductions, Inc.

By: Title:

Print Name: Date:

*Contractor: Computer Deductions, Inc.

By:

Print Name:

Title:

Date:

*If a corporation, the document must be signed by two corporate officers. The first signature must be either the Chairman of the Board, President, or any Vice President. The second signature must be the secretary, an assistant secretary, the

Chief Financial Officer, or any assistant treasurers. In the alternative, a single corporate signature is acceptable when accompanied by a corporate document demonstrating the legal authority of the signature to bind the company.

County Of Orange

A political subdivision of the State of California

Sheriff-Coroner Department

By:

Date:

Title:

Approved by the Board of Supervisors:__________________

Approved as to Form

Office of the County Counsel

Orange County, California by ____________________

Deputy

EXHIBIT A

ORIGINAL AGREEMENT (Contract Number N1000008350)

EXHIBIT B

AMENDMENT NUMBER ONE (Contract Number N2000008350)

EXHIBIT C

AMENDMENT NUMBER TWO (Contract Number N3000008350)

EXHIBIT D

AMENDMENT NUMBER THREE (Contract Number N3000008350)

EXHIBIT E

AMENDMENT NUMBER FOUR (Contract Number MA-060-10011359)

EXHIBIT F

ATTACHMENT A

Scope of Work

CONTRACT NUMBER N1000008350

WITH COMPUTER DEDUCTIONS, INC.

FOR SOFTWARE DEVELOPMENT AND MAINTENANCE SUPPORT

ATTACHMENT A

SCOPE OF WORK

A. Scope of Service

1.

2. c. d. e. f. g. h.

Contractor shall maintain the functions of the Automated Jail System (AJS) that were designed and implemented by Contractor. These features to include, but not limited to: a. b.

Housing location functions

Booking and release functions

Inmate cashiering function

Commissary and interfaces with cashiering

Prisoner discipline logs

Inmate transfer function

Community work program

Workfurlough program inmate classification function i. j. k.

Capturing digitized fingerprints for the early identification of inmates using CAL-ID

Capture of digitized photo's that conform to Cal-Photo standards using an Ethernet LAN

Visitor module l. LiveScan interface m. Commitment calculations to determine sentence-ending date and early-out dates n. o. p.

Education module for class scheduling and statistical calculations

State Social Services System for tracking persons incarcerated and receivinq Social

Security payments

Contractor shall maintain the functions of the Automated Property System (APS) with an inventory system for evidence, with bar coding used for identification and inventory.

3. Contractor shall maintain the Automated Warrant Service System (AWSS) with file design and audit trail functionality as well as the interface to the courts Vision system.

4.

5.

Contractor shall maintain the Local Criminal History System(LARS) that is updated from the

Automated Jail System. This system includes all Orange County Sheriff's arrests, registrants and court-ordered bookings . The sex-offender registrant system, VCIN, also interfaces with

LARS and is updated through LARS.

Contractor shall maintain the Automated Mug-Shot System that also generates an inmate tracking form. The pictures are stored on optical disks and are used for identification composite searches and line-ups.

6. Contractor shall maintain the Orange County Automated Telecommunications System (OCATS) message switch on a mainframe computer that handles all deliveries of messages to and from local agencies in the county for inquiries into all local databases, including local wants and warrant systems, Automated Jail, LARS, Search & Seizure, Probation data, CJI and DRI. This

7.

8.

9. system also interfaces with the California Law Enforcement Telecommunications System for access to the state databases maintained by DMVand DOJ, as well as other states, national and

Canadian systems.

Contractor shall maintain the Central Juvenile Index (CJI) houses the contacts between juveniles and law enforcement.

Contractor shall maintain the Department Report Index (DRI) that provides the names and report numbers for events that occur in the Sheriff's Department jurisdiction.

Contractor shall maintain the Enhanced Law Enforcement Terminal Emulator (ELETE) that is the PC-based program for OCATS.

10. Contractor shall maintain and enhance the Probation inquiry functions. Update that data for inquiry with data received from that division.

11. Contractor shall maintain the Mobile Data Systems (MDC), such duties include but are not limited to: a. Project Management: All aspects of managing the Sheriff’s MDC program as directed by the Support Services Division Commander and supervised by the Support Services

Division Commander designee to include but not be limited to:

1.

2.

Oversight of Orange County Sheriff’s Department (OCSD) selected installation

Contractor’s hardware installation.

Software configuration regardless of whom is tasked with installing the software. b. c.

Coordination with fleet maintenance or any party responsible for the management of

Sheriff’s vehicles for the purposes of removing them from service for maintenance or

Installation of MDC equipment.

Provide oversight of all MDC related hardware and software including insuring full license compliance as specified by all related user agreements. Oversight is to minimally include maintaining a current inventory of all software and hardware, licenses, and any other equipment related to the MDC program. d. e.

Perform Mobile Data System related tasks to minimally include bug fixes in the software that is proprietary to OCSD, coordination with all associated vendors of both hardware and software to ensure all systems in the MDC program function to design specifications.

Deputy Training for initial four hour basic use and ongoing advanced training as needed and where needed as identified by the Support Services Division Commander. f. All work requested is to be completed as soon as possible, based on workload prioritization as determined for each request by the Support Services Division

Commander or designee.

12. Contractor shall also further develop and enhance the above listed systems per the Sheriff's

Department requests in writing which shall specify the software capabilities and acceptance testing as well as any new systems for which data becomes available.

B.

Compensation: Total annual compensation for providing all goods and services specified in the

Scope of Work attached to this Contract, shall not exceed $2,208,941.00

C.

Invoicing Instructions:

Invoices are to be sent to:

Orange County Sheriff’s Department

Support Services Division

320 N. Flower Street

Santa Ana, CA 92703

Acceptable invoicing format:

Contractor shall provide a two-part invoice for goods and services rendered. Each invoice will have a number and shall include the following information:

1.

2.

3.

4.

5.

6.

7.

8.

Contractor’s name and address

Contractor’s remittance address

Name of County agency/department

Delivery/Service Address

Contract number

Product/service description, quantity and prices

Sales tax, if applicable

Total

The responsibility for providing an acceptable invoice to County, for payment rests with

Contractor. Incomplete or incorrect invoices are not acceptable and shall be returned to

Contractor for correction.

D . Payment Terms:

Payment shall be made in arrears within thirty (30) calendar days upon the County Auditor-

Controller’s receipt of an approval invoice submitted in accordance with the terms set forth herein. The invoice must be verified and approved by County Project Manager and is subject to routine processing requirements of County.

Payments made by County shall not preclude the right of County from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the services.

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