R2011-199 AUTHORIZING EXECUTION OF SYSTEMS AGREEMENT

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COMPANY AGREEMENT TERMS AND CONDITIONS (c)This Agreement may only be amended,modified,or changed by written instrument signed by both parties. (d)CLIENT should return an executed copy of this Agreement to COMPANY. If the Agreement is not returned to COMPANY within 90 days from the issue date,then such Agreement is subject to be voided and prices are subject to change. 1.7 Cancellation or Termination. In the event of cancellation or termination of this Agreement, CLIENT will make payment to COMPANY for all software products, services and expenses delivered or incurred prior to the termination or cancellation of this Agreement. 1.8 General Limitation of Liability. Company and Client agree to indemnify and hold harmless the other against any and all claims for damages to property or injuries incurred by the other proximately caused or proximately arising out of the negligent acts or omissions to act in connection with their respective performances of this Agreement. 1.9 Approval of Governing Body. CLIENT represents and warrants to COMPANY that this Agreement has been approved by its governing body and is a binding obligation upon CLIENT. CLIENT represents and warrants that funds are appropriated and/or arrangements have been made with a third party financier. Both parties represent that this Agreement has been executed by an authorized representative. 1.10 Non-Assignability.The CLIENT shall not have the right to assign or transfer its rights hereunder to any party. 1.11 Force Majeure. COMPANY and CLIENT shall not be responsible for delays in performing its obligations hereunder to the extent that such delays are caused by strikes, lockouts, riots, epidemic,war,government regulations,fire,power failure,acts of God,or other causes beyond its control. 2. Software License Agreement 2.1 Software Product License. (a) Upon CLIENT's timely payment in full of the software products license fees set forth in the Investment Summary of this Agreement, COMPANY shall grant to CLIENT and CLIENT shall accept from COMPANY,a non-exclusive,nontransferable,non-assignable license to use the software products and accompanying documentation for the internal business purposes of CLIENT only,subject to the conditions and limitations in this Software License Agreement. (b)CLIENT shall not(i)reverse engineer,de-compile,or disassemble any portion of the software products or(ii)sublicense,transfer,rent,or lease the software products. (c) Ownership of the software products,accompanying documentation and related materials,and any modifications and enhancements to such software products and any related interfaces shall remain with COMPANY. (d)The software products are not licensed to perform functions or processing for subdivisions or entities that were not considered by COMPANY at the time COMPANY issued this Agreement. (e)The right to transfer this license to a replacement hardware system is included in this Software License Agreement. The cost for new media or any required technical assistance to accommodate the transfer would be billable charges to CLIENT. Advance written notice of any such transfer shall be provided to COMPANY. (f) CLIENT agrees that the software products, any modifications and enhancements, and any related interfaces are proprietary to COMPANY and have been developed as a trade secret at COMPANY's expense. To the extent permitted by law,CLIENT agrees to keep the software products confidential and use its best efforts to prevent any misuse, unauthorized use or unauthorized disclosures by any party of any or all of the software products or accompanying documentation. (g)If CLIENT has made modifications to the software products,COMPANY will not support or correct errors in the modified software products, unless modifications were specifically authorized in writing by COMPANY. 2