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HomeMy WebLinkAboutReCPro Software Agreements 35807 Moravian Drive Clinton 1 48035 Plies it 4694200 $ SYSTEMS, (58 6) 4694867 www. reeprosoftware. com / 1 Business Solutions 98 0 TM ReCPr Parks & Recreation Management Software and Services End User Licensin reement 3 Sr ' 35807 Moravian Drive Clinton Twp . , Ml 48035 Ph : (586) 469-4200 SYSTEMS, INC. Fx : (586) 469-4867 • - www. recprosoftware. com a 1 p Providinb Business Solutions Since 1985. End User Licensing Agreement R. C . Systems , Inc . ( RCS) develops and distributes recreation software programs and related materials ( hereinafter " programs " ) ; End user (il you ) desires to obtain the benefits or programs and by opening this package agrees to abide by the terms of this license . Therefore , subject to the following terms and conditions , RCS grants you a nonexclusive license to use the enclosed recreation software programs and related materials only as indicated below. 1 . Scope of Work : RCS shall provide the ReCProTM software and perform the consulting services , including installation assistance , training , support and maintenance . The ReCProTM software shall be configured as presented to you during the demo process (and as described in Exhibit A) . The ReCProTM software will not be customized to fit your needs exactly , but we do accept recommendations from all customers on desired functionality. If necessary , RCS will also perform Data Migration so you won ' t have to lose any of your history. RCS will submit a proposal for the cost of Data Migration so you can determine if you want us to import the data or if you would like to reenter manually. 2 . Licensed Users : The ReCProTm recreation software and documentation are licensed to you for concurrent use within your business or profession . You may transfer the programs and license to another party provided the other party expressly agrees to all terms and conditions of this agreement prior to the transfer and provided you retain no copies ( in any form ) of the programs or documentation . Any attempt to assign or transfer this license , except as expressly provided herein , is null and void . RCS has no responsibilities to the new user regarding training , support, maintenance and/or any advice unless RCS and the new user enter into a support agreement. 3 . Prohibited Acts : This license permits only the above listed uses . All other uses are prohibited , except as expressly provided above you may not use , copy or transfer these programs . Specifically, YOU MAY NOT: Make copies of the programs , reports or documentation . • Modify the programs in any manner without the assistance of R. C . Systems , Inc. • Transmit the programs by electronic means (via email ). • Un-assemble or convert object code to source code in any form . • Disclose the internal workings of the programs . 4 . Term : This license is effective from the day ReCProTM is installed on your computer system until terminated . You may terminate this license by destroying all copies of the programs ( in whatever form or medium ) including all portions merged with other programs . This license automatically terminates if you fail to comply with any of the terms and conditions of this agreement. You should notify RCS in writing , if you stop using the program . The term is not contingent upon the presence of an active support contract. However, RCS will not be required to offer any support or updates until all arrears from missed support contract payments have been satisfied . 5 . Software : As demonstrated to you , ReCProTM software includes all programs and reports necessary to manage family , course , facility , league , membership , inventory and financial data . In addition to the standard ReCProTM software which handles Activity Registrations , we offer options for Online Registration , Facility Reservations & Rentals , League Scheduling & Team Building , Point of Sale , Day Camps and Memberships. Please read the Purchase Agreement to identify the options you are purchasing . 6 . Installation and Implementation : Installation shall be coordinated with the schedules of your Purchasing and Information Services Departments . This project shall commence immediately following contract signature and payment and shall follow this proposed schedule : • Phase 1 — RCS shall assist with Installing SQL Server 2008 on your server and also assist with Installing ReCProTM Software on all necessary PC ' s . The installation process on the server will take no longer than 1 hour and the installation on each PC won ' t take longer than 15 minutes per PC as long as each PC is equipped with Windows XP Professional (SP3 ) or Windows Vista (SP2 ) or Windows 7 and Microsoft Net 4 . 0 . Installation can be scheduled within 5 business days of receiving the signed contracts and payment as described in the Purchase Agreement and Support Contract. • Phase 2 ( Optional ) — If you have chosen to use the Web Module , our web designer and internet specialist will need to discuss the design and implementation of online registration . During these discussions , we will find out if you have any special needs or requests in regards to your website . Credit Card Processing will also be implemented at this time ( if not prior) . 2 35807 Moravian Drive Clinton Twp. , MI 48035 Ph : (586) 4694200 SYSTEMS, INC. Px; (586) 469-4867 www. reeprosoftware. com Providing Business Solutions Since 1985! 7 . Training : RCS will provide all necessary training for ReCProTM . Depending on your desire we can either " Train the Trainer" meaning we will train the power users so they can train the rest of the staff or we can train the entire staff. All training will be provided Online using GoTo Meeting unless ' Onsite ' training was agreed to along with the extra expense . Scheduling of training times will be determined by mutual convenience of our training staff and your department. 8 . Customizations : RCS does not provide customization of ReCProTM for any individual customers . We welcome recommendations on how to make ReCProTM work better and more efficiently as we are continually improving the product for all users . 9 . End User Responsibility : It is the end user's responsibility to provide all required hardware and hardware components , wiring , and connectivity in a manner that is compatible to the needs of ReCProTM . It is also a requirement to allow RCS remote access to your PC ' s so that we may remotely support ReCProTM . We currently use " GoTo Meeting " which allows us to communicate with specific PC 's on your network . 10 . Termination : RCS may terminate this contract for non-payment of funds by providing ninety days written notice of non-payment. During such ninety days , you shall be entitled to cure by providing RCS with either payment in full or with a written explanation of why such funds are not due. In the event of cure , RCS may not terminate its obligations under this contract. You may terminate this contract after all accepted services have been paid in full by giving ninety days written notice to RCS . 11 . System Cost: The amount you will pay RCS will depend on the number of concurrent users and which " optional " modules you will need . Your specific cost will be detailed for you in the " Purchase Agreement" and " Support Contract" . 12 , Support Contract: RCS shall provide ongoing support and maintenance service for the ReCProTM system so long as you are current with your Annual Support Contract. Payments for the Annual Support Contract need to be made prior to the existing contract expiring . RCS will submit a bill to your department 45 days prior to the existing contract expiring . The Support Contract will cover. • Phone , email and remote support to answer any questions in regards to ReCProTM . RCS will not provide support for any other software or hardware that you are using . Phone support is NOT to be used for training . If it becomes evident that your staff needs more training , we will recommend a training session with our training staff. • Downloadable patches that will correct " bugs" that are identified by your staff or by our other customers . • Data Maintenance to fix any corrupted data files because of power outages , system defects or user error. • Travel expenses if on -site support is required because of an issue that can 't be resolved remotely (based on mutual agreement between R . C . Systems , Inc. and your IT Department) . ReCPro7M software upgrades throughout the year as new updates are released . The Support Contract will not cover. • Costs related to Training . • Costs related to Custom Changes or the Consulting Time to discuss possible custom changes . 0 Costs related to Travel if you refuse RCS remote support and on-site support is demanded by you even if the support issue could be resolved remotely . • Support for any other software or for any hardware . We only support the " ReCProTM " software product. If you need assistance with other types of software , you will need to contact their support departments . If you need assistance with hardware , we have a separate hardware support system we could recommend . Support will be provided during normal business hours (7 : 00am — 6 : OOpm EST) Monday through Friday. Support will not be provided on Saturday or Sunday unless arranged prior to a particular weekend at an additional charge . 3 35807 Moravian Drive Clinton Twp. , MI 48035 Ph : (586) 4694200 SYSTEMS, )INC. Fs : (586) 4694867 Y www. recprosoftware. com Providing Business Solutions Since 1985! 13 . Payments : Payments shall be made as per the below listed schedule : • Payment 1 — Due upon contract signing $ 147925 . 00 • Payment 2 — Due upon completion of installation and Phase 2 Training $6 , 400 . 00 TOTAL PAYMENTS Payments for any other service after the initial system is installed for additional modules , training , etc. must be made Net 30 after date invoiced . Failure to pay invoices in 30 days will result in RCS putting your company on C . O . D . terms for any future billings . 14 . Bug Corrections : Bug correction patches are covered under the Support Contract and will apply to both bugs that you find as well as bugs that other customers find . As bugs are corrected , there will be downloadable patches on our website . 15 . Software Updates : ReCProTA4 is under constant improvement as our research and development team and our customers come up with new ideas . You will be alerted when a new download is available with a list of new options that are included . You will have access to these downloads as long as you are current with your Annual Support Contract. In the event you had RCS customize the ReCProTM system , there may be some additional cost with certain updates . 16 . Source Code : In the event that R . C . Systems , Inc. goes out of business or discontinues development & support of ReCProTM , you will be given a CD containing all of the source code for the ReCProTM system and any supporting documentation . Under no other circumstance will you be given a copy of the source code . Discontinued Support does not refer to our refusal to support clients not entered into an active contract. 17 . Governing Laws : This agreement will be governed by the applicable laws of the State of Michigan and the laws of the United States of America . 18 . Covenant to Safeguard Programs and Documentation : You agree to use your best efforts and good faith to protect these programs and documentation from unauthorized use , reproduction or disclosure . 19 . Limited Warranty : RCS warrants , for a period of ninety (90) days from the date of purchase as evident by a copy of your signed Purchase Agreement, the disk(s ) (on which the ReCProTM system is provided ) to be free from defects in materials and workmanship under normal use . If the disk(s) is/are found to be defective , RCS will replace the disk(s ) at no charge to you provided the disk(s ) has/have not been damaged through misuse or tampering . For replacement, send defective disk(s ) to : R . C . Systems , Inc. 35807 Moravian Drive Clinton Township , MI 48035 RCS warrants that the disk(s) will contain the ReCProTM software as demonstrated to you and listed in Exhibit A with only the options that you purchased . RCS does not warrant that the programs will meet your exact requirements , nor that the operation of the programs will be without errors or interruptions , nor that the documentation is correct. As stated above , if the programs do not meet your exact requirements , we can provide custom changes to make the programs fit your exact requirements . Also stated above , errors will be corrected under the terms of the support contract. RCS assumes no responsibility for errors or discrepancies found or problems that you encounter as a result of improper input of data. 20 . Limitation of Remedies : Your sole remedy and RCS entire liability shall be limited to the sum of all amounts paid to RCS in the event you incur financial losses that have arisen from events attributable to a defect within ReCProTM that has been detected within the warranty period of ninety (90) days from the date of purchase as evident by a copy of your signed Purchase Agreement. IN NO EVENT SHALL R. C. SYSTEMS, INC. BE LIABLE FOR ANY AMOUNT THAT EXCEEDS THE SUM OF ALL AMOUNTS PAID TO R.C . SYSTEMS, INC. FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION , LOSS OF BUSINESS INFORMATION , LOSS OF GOODWILL OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE SUCH PROGRAMS REGARDLESS OF THE LEGAL THEORY ASSERTED, INCLUDING NEGLIGENCE AND/OR STRICT LIABILITY, BEFORE USING, THE USER (YOU ) SHALL DETERMINE THE SUITABILITY OF THE PROGRAMS FOR INTENDED USE. USER ASSUMES ALL RISK AND LIABILITY WHATSOEVER IN CONNECTION THEREWITH, THE FOREGOING LIMITATIONS OF REMEDIES AND LIABILITIES MAY NOT BE ALTERED UNLESS IN WRITING SIGNED BY THE OWNER OF R. C . SYSTEMS, INC. 4 35807 Moravian Drive Clinton Twp . , MI 48035 Plies (586) 4694200 SYSTEMS, INC. Fx : (586) 469-4867 R :i www. recprosoftware. corn Providing Business Solutions Since 1985! 21 . Attorney Fees : In the event either party brings a lawsuit to enforce the terms of this contract, or arising from breach of contract, the prevailing party shall be entitled to its costs and reasonable attorney's fees for bringing or defending the action . 22 . Nondisclosure of Data : Data provided by you either before or after contract award shall only be used for its intended purpose. RCS , RCS Employees and RCS Sub-Contractors shall not utilize nor distribute your data in any form without the express written approval of you . 23 . Entire Agreement: You agree that this agreement represents the entire understanding between RCS and yourself and supersedes all proposals or prior agreements , verbal or written and any other communications between the parties relating to the subject matter of this agreement. If you have any questions concerning this agreement, please contact R . C . Systems , Inc. in writing - R. C. Systems , Inc . 35807 Moravian Drive Clinton Township , MI 48035 5 35807 Moravian Drive Clinton Twp. , MI 48035 Ph a (586) 4694200 SYSTEMS, INC. FY : (586) 4694867 S ' > www. recprosoftware. com Providing Business Solutions Since 1985! 1 OAT ReCPr M o T Parks & Recreation Management Software and Services Purchase Agreement 6 35807 Moravian Drive Clinton Twp. , MI 48035 Ph : (586) 469-4200 SYSTEMS, INC. Fx : (586) 4694867 www. recprosoftware. com Providing Business Solutions Since 19851 Purchase Agreement ReCProTM includes software programs and reports as shown to you in the presentation and as described in Exhibit A of the End User License Agreement , ALL SALES ARE FINAL . No free help will be given unless the purchaser has entered into a software support contract with R . C . Systems , Inc . I have read and agree to the terms stated above and in the End User License Agreement. All sales are final . Company Name C' -�-- Address � '5� r rcL �.- City , State , Zip Phone Number "— 3 s� X Purchaser Signature Date .r 1T Purchaser Name a C.Uj ±% 1, Title R . C . Systems , Inc . Signature Date 02- 15-2011 R . C . Systems , Inc. Printed Name Dale R . Geiger Title Vice- President The company name listed above will be the name in which ReCProTM is registered . Please complete all information on this form and the support contract form . You will need to submit both contracts ( Purchase Agreement and Support Contract) along with 50 % payment of software & support before we can schedule the date for installation . ReC Pro TM Software , Training & Equipment Based ReCProTm Features Purchase on 1 Users ) Price ReCProTM Software — Activity Registration , Facility Reservation , Memberships , Online Registration , Online Calendar, Payment Processing . $ 14 , 500 . 00 Online Training — 23 Hours $ 15450 . 00 Key Tags — 1 , 000 @ $ 0.65 $650 . 00 Metrolo is Orbit MS7120 — 2 @ $ 350 .00 $700 . 00 Lo itech Quickcam Orbit AF — 2 @ $200 . 00 $400 . 00 Grand Total $ 171700 . 00 7 35807 Moravian Drive Clinton Twp. , MI 48035 Ph : (586) 469-4200 SYSTEMS, INC. Fs : (586) 469 4867 • www. recprosoftware. com Providing Business Solutions Since 19851 5 . Sv , r YY ay = � r,A 4xNix . ReCPr 0 TM Parks & Recreation Management Software and Services Support Contract 8 35807 Moravian Drive Clinton Twp. , MI 48035 Ph : (586) 469 4200 SYSTEMS, INC. Fx : (586) 469-4867 www. reeprosoftware. com Providing Business Solutions Since 1985! Support Contract The Support Contract will cover. - • Phone , email and remote support to answer any questions in regards to ReCProTM RCS will not provide support for any other software or hardware that you are using . Phone support is NOT to be used for training . If it becomes evident that your staff needs more training , we will recommend a training session with our training staff. • Downloadable patches that will correct " bugs " that are identified by your staff or by our other customers . Data Maintenance to fix any corrupted data files because of power outages , system defects or user error. • Travel expenses if on-site support is required because of an issue that can 't be resolved remotely ( based on mutual agreement between R . C . Systems , Inc . and your IT Department) . • ReCProTM software upgrades throughout the year as new updates are released . The Support Contract will not cover.' • Costs related to Training . • Costs related to Custom Changes or the Consulting Time to discuss possible custom changes . • Costs related to Travel if you refuse RCS remote support and on -site support is demanded by you even if the support issue could be resolved remotely. • Support for any other software or for any hardware . We only support the " ReCProTM " software product . If you need assistance with other types of software , you will need to contact their support departments . If you need assistance with hardware , we have a separate hardware support system we could recommend . Support will be provided during normal business hours (7 : OOam 6 : OOpm EST) Monday through Friday. Support will not be provided on Saturday or Sunday unless arranged prior to a particular weekend at an additional charge . ReCProTM Support Contract requires you to provide RCS access to your system via an internet connection . This will enable us to connect directly into your computer, to aid in answering any specific questions and other related services . Without this , we may have to bill you more for your annual support contract . RCS shall provide ongoing support and maintenance service for the ReCProTM system so long as you are current with your Annual Support Contract premiums . Within forty-five (45) to sixty (60) days of the current contract expiring , RCS will submit an invoice to your department that will include the Annual Support amount for the next 12 month coverage period . Annual Support amounts are subject to a ten percent ( 10%) increase every three (3) years with the first increase coming in year four (4) . Payments for the Annual Support Contract are expected to be made prior to the existing coverage period expiring . In the event the City does not want to renew Annual Support , the City MUST notify RCS in writing at least thirty (30) calendar days in advance of the City' s intent not to renew the Annual Support . Initial contract coverage period will be twelve ( 12 ) months and will commence on the 1st day of the next month following the installation of the ReCProTM SQL Server Database on your server. 9 35807 Moravian Drive Clinton Twp. , MI 48035 Ph : (586) 469 4200 SYSTEMS, INC. Fx ; (586) 469 4867 s . } _ www. reeprosoftware. com Providing Business Solutions Since 19851 Support Contract I have read and agree to the terms stated above . Company Name Address >2, AJ IVU b7 City , State , Zip Cc Phone Number — S Signature Date , �f Printed Name w ; Title R . C . Systems , Inc . Signature Date 02- 15-2011 R . C . Systems , Inc . Printed Name Dale R . Geiger Title Vice- President Annual Support Amount ReCPro _1m Support Support ( Prices - • on 1 Price ReCProTM Support — Activity Registration , Facility Reservation , Memberships , Online Registration , Online Calendar, Payment Processing . $3 , 625 . 00 Grand Total $3 , 625 . 00 • Initial contract coverage period will be twelve ( 12 ) months and will commence on the 1St day of the next month following the installation of the ReCProTM SQL Server Database on your server. • Within forty-five (45) to sixty (60) days of the current contract expiring , RCS will submit an invoice to your department that will include the Annual Support amount for the next 12 month coverage period . • Payments for the Annual Support Contract are expected to be made prior to the existing coverage period expiring . In the event the City does not want to renew Annual Support, the City MUST notify RCS in writing at least thirty (30 ) calendar days in advance of the City 's intent not to renew the Annual Support. 0 Annual Support amounts are subject to a ten percent ( 10 % ) increase every three (3) years with the first increase coming in year four (4) . 10 35807 Moravian Drive Clinton Twp. , MI 48035 Ph : (586) 4694200 S'Y'STEMS, INC. Fs: (586) 4694867 www. recprosoftsvare. com Providing Business Solutions Since 1985! AX .c yky..y, V b r r4p r . r h Ke y� r ReCPr 0 TM Parks & Recreation Management Software and Services Exhibits 11 J 35807 Moravian Drive Clinton Twp. , MI 48035 Ph : (586) 469-4200 SYSTEMS, INC. Fx: (586) 469 4867 www. reeprosoftware. com Providing Business Solutions Since 19851 Exhibit A ReCProTM Software ReCProTM is a complete Recreation Management software that includes features / modules that efficiently helps Recreation Departments manage Families , Activity Registrations , Facility Reservations , League Scheduling , Memberships , Online Registration and Credit Card Processing . • Families — ReCProTm allows users to efficiently manage family data by organizing all family members into a shared ' household ' . Family Information includes name , address , phone numbers , email address , notes , birth date , age , grade , gender and emergency contacts . • Activity Registrations — ReCProTm allows users to efficiently manage Enrollment Levels , Fees , Restrictions for Age , Grade & Gender, Rosters and Wait Lists . ReCProTM captures all Revenue associated with each activity and allows for Refunds and Transfers and also allows the user to capture Expenses incurred by Instructor Salary or Materials Purchased for the Activity or Event for the purpose of producing a profit / loss statement. ReCProTM comes equipped with reports for Rosters , Attendance Sheets , Customer Activity History , Demographic, Revenue , Expense and Profit / Loss . There are also ` Mass Email ' and ` Mass Mail ' features included . ReCProTm also comes equipped with a Day Camp feature that allows user to enroll participants in seasonal day camps using a calendar feature . • Facility Reservations — ReCProTm allows users to efficiently manage Reservations for Recreation Activities along with Rentals by community members and prevents against double bookings . ReCProTm allows users to setup typical rental fees for specific rooms , equipment and personnel . Calendars can be produced by Day, Week or Month and can be viewable on your website if desired . ReCProTM comes equipped with reports for Calendars , Schedules , Demographic and Revenue . There are also ` Mass Email ' and ` Mass Mail ' features included . • League Scheduling — ReCProTm allows users to efficiently manage Players , Coaches , Teams , Games & Practices . ReCProTM can automatically build team rosters and game and practice schedules . ReCProTM comes equipped with reports for Coaches Rosters , Schedules , Demographic and Revenue . There are also ' Mass Email ' and ` Mass Mail ' features included . • Point of Sale — ReCProTm allows users to efficiently manage Inventory , Purchase Orders and Vendors . ReCProTm allows users to build their own Touch Screen menu for sales and also allows users to update the database with related UPC codes for scanning . The point of sale feature is intended for use in a concession stand environment. ReCProTM comes equipped with reports for Inventory Value, Transactions , Reorder, Open Orders , Overdue Items and Merchandise Revenue . • Memberships — ReCProTm allows users to efficiently manage Memberships , Members and Visit Passes . ReCProTm allows the user to define all membership types and plans and allows the user to design their own membership cards . ReCProTM is flexible enough to offer Membership Cards or Key Tags . ReCProTM allows you to track Member Activity through a 'check in ' program that allows members to scan their id upon arrival to your facility . ReCProTM comes equipped with reports for Member Activity, Expiring Memberships , Demographic and Revenue . There are also ` Mass Email ' and ' Mass Mail ' features included . • Online Registration — ReCProTm allows users to efficiently manage ' Online Registration ' . ReCProTM provides a complete Content Management Website with online registration that can replace an existing website that may already exist. By providing a Content Management system , ReCProTm empowers you to creatively manage your website by changing content, uploading documents , images , etc. The ReCProTm website communicates directly with your local SQL Database and all transactions are real time and any updates to activities automatically upload to the website. • Credit Card Processing — ReCProTm allows users process credit cards directly through the software via the internet. Process Sales & Refunds immediately. Payment Authorization verified in less than 3 seconds . All money is deposited into your bank account every night. Credit Card reports will allow your staff to balance all credit card transactions for the day . 12 35807 Moravian Drive Clinton Twp. , MI 48035 Ph : (586) 4694200 CSYSTEMS, INC. FY : (586) 469-4867 • www. reeprosoftware. com Providing Business Solutions Since 19851 ADDENDUM NO . 1 ReCProTM PARKS & RECREATION MANAGEMENT SOFTWARE AND SERVICES END USE LICENSING AGREEMENT THIS ADDENDUM is entered into this 15th day of February, 2011 , by and between the City of Pasco , Washington, a Municipal Corporation, hereinafter referred to as " City" , and R. C . Systems , Inc . (hereinafter referred to as "RCS ") . WHEREAS , the City wishes to use the products and services of RCS ; and WHEREAS , RCS desires to provide the City with its ReCProTM Parks & Recreation Management Software and Services , and to that end has provided the City with certain contract documents including the End User Licensing Agreement, Purchase Agreement, Support Contract, and Exhibit A detailing the scope of services provided ; and WHEREAS , the Parties have negotiated and wish to amend certain terms of the aforementioned Agreements . NOW, THEREFORE , the Parties do agree as follows : 1 . The Agreement between RCS and the City consists of the End User Licensing Agreement, Purchase Agreement, Support Contract, Exhibit A detailing the scope of services , Invoice No . 15005 , and this Addendum . In the event of any conflict among the terms of these documents , the terms contained in this Addendum shall be controlling . 2 . Section 2 , Licensed Users , of the End User Licensing Agreement shall be amended to read as follows : Licensed Users : The ReCProTM recreation software and documentation are licensed to you for concurrent use within your business or profession . You may transfer the programs and license to another party provided the other party expressly agrees to all terms and conditions of this agreement prior to the transfer and provided you retain no copies (in any form) of the programs or documentation . Any attempt to assign or transfer this license , except as expressly provided herein, is null and void . RCS has no responsibilities to the new user regarding training, support, maintenance and/or any advice unless RCS and the new user enter into a support agreement . The ReCProTM recreation software and documentation can be used within the City on an unlimited number of units , computers and user stations . The ReCProTM software and documentation can be installed and reinstalled on an unlimited number of units, computers and user stations within the City for any reason including required reinstalls due to software failure or a system crash . 13 35807 Moravian Drive Clinton Twp . , MI 48035 Ph : (586) 469 4200 SYSTEMS, INC. Fx: (586) 469-4867 www. reeprosoftware. com Business Solutions Since 19851 3 . Section 4 , Term, of the End User Licensing Agreement, shall be amended to read as follows : Term : This license is effective from the day ReCProTM is installed on your computer systems until terminated . You may terminate this license by providing written notice to RCS and destroying all copies of the programs (in whatever form or medium) including all portions , merged with other programs . This license automatically terminates if you fail to comply with any of the terms and conditions of this agreement . You should notify RCS in writing if you stop using the program . The term is not contingent upon the presence of an active support contract . However, RCS will not be required to offer any support or updates until all arrears from missed support contact payments have been satisfied . 4 . Section 17 , Governing Laws , of the End User Licensing Agreement, shall be amended to read as follows : Governing Laws : This agreement will be governed by the laws of the State of Washington . Venue for any dispute arising out of this Agreement, Purchase Agreement, Support Contract, Exhibit A detailing the scope of services, or Addendum No . 1 shall be placed in Franklin County, Washington, and shall be subject to the dispute resolution provisions of Section 21 of this Agreement . 5 . Section 20 , Limitation of Remedies , of the End User Licensing Agreement, is deleted in its entirety . The Parties shall be entitled to all remedies at law and inequity which exists under the laws of the State of Washington . 6 . Section 21 , Attorney Fees , of the End User Licensing Agreement, shall be amended to read as follows : Dispute Resolution and Attorney Fees : In the event of any dispute between the Parties arising out of this Agreement, Purchase Agreement, Support Contract, Exhibit A, or Addendum No . 1 , the Parties agree to first meet in a good faith attempt to resolve the dispute . In the event the dispute cannot be resolved by agreement of the Parties , said dispute shall be resolved by arbitration pursuant to RCW 7 . 04A, as amended, and the Mandatory Arbitration Rules (MAR) ; venue shall be placed in Franklin County Washington, the laws of the State of Washington shall apply; and the prevailing party shall be entitled to its reasonable attorney fees and costs 7 . Section 23 , Entire Agreement, of the End User Licensing Agreement, shall be deleted in its entirety . 14 35807 Moravian Drive Clinton Twp. , MI 48035 Ph : (586) 469®4200 tr SYSTEMS, INC. Fx : (586) 4694867 ■ _ www. reepr°osoftware. com Providing Business Solutions Since 1985! 8 . All remaining terms of the End User Licensing Agreement, Purchase Agreement, Support Contract, and Exhibit A detailing the scope of services , to the extent that they are not in conflict with any of the provisions of this Addendum No . I , shall remain in full force and effect and be fully enforceable by either party. DATED the day and year first written above . CITY OF LSO R. 0 . SYSTEMS , INC . Gary Crutchfield; ity anager Dale R. Geiger, Vice-President f Appro ' e as Form : Leland B . Kerr, City Attorney 15 35807 Moravian Drive Clinton Twp . , MI 48035 Ph : (586) 469 4200 _ SYSTEMS, INC. Fx : (586) 469-4867 ® ' www. recprosoftware. coni Providing Business Solutions Since 19851 STATE OF WASHINGTON ) : ss County of Franklin ) On this day personally appeared before me GARY CRUTCHFIELD , City Manager of the City of Pasco , Washington, described in and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed for the uses and purposes therein mentioned . 0SA GIVENjuey hand and offi ' al seal thi of , 2011 . S\13 l V "> dy ' •II � F fc!} • ® Notary Publi e n a d f r the S,tat of Washington a 0 Residing at k �. My Commission Expires tr �` STATE OF ) ss County of ) On this day personally appeared before me of the R. C . Systems , Inc . , described in and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed for the uses and purposes therein mentioned . GIVEN under my hand and official seal this day of , 2011 . Notary Public in and for the State of Washington Residing at My Commission Expires 16 35807 Moravian Drive Clinton Twp., MI 48035 SYSTEMS, INC, Ph ; (586) 469-4200 Fg: (586) 4694867 www.reeprosoftware.com Providing Business Solutions Since 1985! STATE OF WASHINGTON ) ss County of Franklin } On this day personally appeared before me GARY CRUTCHFIELD , City Manager of the City of Pasco , Washington, described in and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed for the uses and purposes therein mentioned . GIVE t1jir�hand and offi ' al seal thi of � 20110 Q * '400 Notary Publi 'n a d f r the Sxat of Washington ,:'� '• �` ' . c - a � • rD + . . a p� � �` Residing at aft , SP U ry. My Commission Expires ,a.. o a. •• e�1 , .w it 1. AV OF STATE OF Mi (,k_1(J(A"� } ss 0 County of " ) On this day personally appeared before me Pate . &etq 2r !? L ' 4 �re� . of the R. C . Systems , Inc . , described in and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed for the uses and purposes therein mentioned . GIVEN under my ha and official sea thi 41 day of , 2011 . o,tary Public i nd for th St to of Was 'n on a g My Commission Expire -- 16